MFS SUN LIFE SERIES TRUST, 497, 1999-04-26

MFS SUN LIFE SERIES TRUST
497, 1999-04-26

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<PAGE>
MFS(R)/SUN LIFE SERIES TRUST
MAY 1, 1999

PROSPECTUS
- ------------------------------------------------------------------------------

This Prospectus describes the 26 series of the MFS/Sun Life Series Trust
(referred to as the Series Fund):

1. BOND SERIES will primarily seek as high a level of current income as is
believed to be consistent with prudent investment risk; its secondary
objective is to seek to protect shareholders' capital.

2. CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
investing in securities of all types, with major emphasis on common
stocks.

3. CAPITAL OPPORTUNITIES SERIES will seek capital appreciation.

4. EMERGING GROWTH SERIES will seek long-term growth of capital.

5. EQUITY INCOME SERIES will primarily seek reasonable income by investing
mainly in income producing securities; its secondary objective is to seek
capital appreciation.

6. GLOBAL ASSET ALLOCATION SERIES will seek total return over the long term
through investments in equity and fixed income securities and will also
seek to have low volatility of share price (i.e., net asset value per
share) and reduced risk (compared to an aggressive equity/fixed income
portfolio).

7. GLOBAL GOVERNMENTS SERIES will seek to provide moderate current income,
preservation of capital and growth of capital by investing in debt
obligations that are issued or guaranteed as to principal and interest by
either }i{ the U.S. Government, its agencies, authorities or
instrumentalities or (ii) the governments of foreign countries (to the
extent that the series' adviser believes that the higher yields available
from foreign government securities are sufficient to justify the risks of
investing in these securities).

8. GLOBAL GROWTH SERIES will seek capital appreciation by investing in
securities of companies worldwide growing at rates expected to be well
above the growth rate of the overall U.S. economy.

9. GLOBAL TOTAL RETURN SERIES will seek total return by investing in
securities which will provide above average current income (compared to a
portfolio invested entirely in equity securities) and opportunities for
long-term growth of capital and income.

10. GOVERNMENT SECURITIES SERIES will seek current income and preservation of
capital by investing in U.S. Government and U.S. Government-related
securities.

11. HIGH YIELD SERIES will seek high current income and capital appreciation
by investing primarily in certain low rated or unrated fixed income
securities (possibly with equity features) of U.S. and foreign issuers.

12. INTERNATIONAL GROWTH SERIES will seek capital appreciation.

13. INTERNATIONAL GROWTH AND INCOME SERIES will seek capital appreciation and
current income.

14. MANAGED SECTORS SERIES will seek capital appreciation by varying the
weighting of its portfolio among 13 industry sectors.

15. MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
growth of capital and future income rather than current income.

16. MASSACHUSETTS INVESTORS TRUST SERIES will seek long-term growth of capital
and future income while providing more current dividend income than is
normally obtainable from a portfolio of only growth stocks.

17. MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES will seek capital
appreciation.

18. MONEY MARKET SERIES will seek maximum current income to the extent
consistent with stability of principal by investing exclusively in money
market instruments maturing in less than 13 months.

19. NEW DISCOVERY SERIES will seek capital appreciation.

20. RESEARCH SERIES will seek to provide long-term growth of capital and
future income.

21. RESEARCH GROWTH AND INCOME SERIES will seek to provide long-term growth of
capital, current income and growth of income.

22. RESEARCH INTERNATIONAL SERIES will seek capital appreciation.

23. STRATEGIC INCOME SERIES will seek to provide high current income by
investing in fixed income securities and will seek to take advantage of
opportunities to realize significant capital appreciation while
maintaining a high level of current income.

24. TOTAL RETURN SERIES will primarily seek to obtain above-average income
(compared to a portfolio entirely invested in equity securities)
consistent with prudent employment of capital; its secondary objective is
to take advantage of opportunities for growth of capital and income since
many securities offering a better than average yield may also possess
growth potential.

25. UTILITIES SERIES will seek capital growth and current income (income above
that available from a portfolio invested entirely in equity securities) by
investing under normal market conditions, at least 65% of its assets in
equity and debt securities of both domestic and foreign companies in the
utilities industry.

26. ZERO COUPON SERIES, PORTFOLIO 2000 will seek the highest predictable
compounded investment return for a specific period of time, consistent
with the safety of invested capital, by investing primarily in debt
obligations of the U.S. Treasury that have been issued without interest
coupons or stripped of their unmatured interest coupons, interest coupons
that have been stripped from such debt obligations, and receipts and
certificates for such stripped debt obligations and stripped coupons.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THE SERIES' SHARES OR
DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS
YOU OTHERWISE IS COMMITTING A CRIME.
<PAGE>

-----------------
TABLE OF CONTENTS
-----------------
Page

I Expense Summary ................................................ 1

II Risk Return Summary ............................................ 4
1. Bond Series ................................................ 4
2. Capital Appreciation Series ................................ 7
3. Capital Opportunities Series ............................... 10
4. Emerging Growth Series ..................................... 12
5. Equity Income Series ....................................... 14
6. Global Asset Allocation Series ............................. 16
7. Global Governments Series .................................. 21
8. Global Growth Series ....................................... 25
9. Global Total Return Series ................................. 28
10. Government Securities Series ............................... 32
11. High Yield Series .......................................... 34
12. International Growth Series ................................ 37
13. International Growth and Income Series ..................... 40
14. Managed Sectors Series ..................................... 42
15. Massachusetts Investors Growth Stock Series ................ 45
16. Massachusetts Investors Trust Series ....................... 47
17. MFS/Foreign & Colonial Emerging Markets Equity Series ...... 49
18. Money Market Series ........................................ 52
19. New Discovery Series ....................................... 54
20. Research Series ............................................ 56
21. Research Growth and Income Series .......................... 58
22. Research International Series .............................. 60
23. Strategic Income Series .................................... 62
24. Total Return Series ........................................ 66
25. Utilities Series ........................................... 70
26. Zero Coupon Series, Portfolio 2000 ......................... 74

III Certain Investment Strategies and Risks ........................ 76

IV Management of the Series ....................................... 77

V Description of Shares .......................................... 80

VI Other Information .............................................. 80

VII Financial Highlights ........................................... 82

Appendix A -- Investment Techniques and Practices .............. A-1

<PAGE>

THE SERIES FUND OFFERS SHARES OF ITS 26 SERIES EXCLUSIVELY TO SEPARATE
ACCOUNTS ESTABLISHED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) AND ITS
AFFILIATES IN ORDER TO SERVE AS INVESTMENT OPTIONS UNDER VARIABLE ANNUITY AND
LIFE INSURANCE CONTRACTS (THE "VARIABLE CONTRACTS"). EACH OF THESE SERIES IS
MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY (REFERRED TO AS MFS OR THE
ADVISER) AND IS DESCRIBED BELOW.

------------------
I EXPENSE SUMMARY
------------------

o Expense Table

This table describes the expense 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 a series is made.
<TABLE>
<CAPTION>

Annual Operating Expenses (expenses that are distributed from a series' assets):
..........................................................................................................

CAPITAL CAPITAL EMERGING
BOND APPREICATION OPPORTUNITIES GROWTH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ............................... 0.60% 0.73% 0.75% 0.72%
Other Expenses(1) ............................ 0.47% 0.04% 0.11% 0.06%
----- ----- ----- -----
Total Annual Series Operating Expenses(1) .... 1.07% 0.77% 0.86% 0.78%
Fee Waiver and/or Expense Reimbursement(2) (0.04)% N/A N/A N/A
-----
Net Expenses(1) .......................... 1.03%

<CAPTION>
GLOBAL
EQUITY ASSET GLOBAL GLOBAL
INCOME ALLOCATION GOVERNMENTS GROWTH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ............................... 0.75% 0.75% 0.75% 0.90%
Other Expenses(1) ............................ 0.76% 0.15% 0.13% 0.11%
----- ----- ----- -----
Total Annual Series Operating Expenses(1) .... 1.51% 0.90% 0.88% 1.01%
Fee Waiver and/or Expense Reimbursement(2) (0.48)% N/A N/A N/A
-----
Net Expenses(1) .......................... 1.03%

<CAPTION>
GLOBAL
TOTAL GOVERNMENT HIGH INTERNATIONAL
RETURN SECURITIES YIELD GROWTH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ............................... 0.75% 0.55% 0.75% 0.975%
Other Expenses(1) ............................ 0.18% 0.07% 0.07% 0.345%
----- ----- ----- ------
Total Annual Series Operating Expenses(1) .... 0.93% 0.62% 0.82% 1.32%

<CAPTION>
INTERNATIONAL MASSACHUSETTS
GROWTH INVESTORS MASSACHUSETTS
AND MANAGED GROWTH INVESTORS
INCOME SECTORS STOCK TRUST
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ............................... 0.975% 0.74% 0.75% 0.55%
Other Expenses(1) ............................ 0.185% 0.06% 0.22% 0.04%
------ ----- ----- -----
Total Annual Series Operating Expenses(1) .... 1.16% 0.80% 0.97% 0.59%

<CAPTION>
MFS/FOREIGN
& COLONIAL
EMERGING
MARKETS MONEY NEW
EQUITY MARKET DISCOVERY RESEARCH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ........................... 1.25% 0.50% 0.90% 0.70%
Other Expenses(1) ............................ 0.25% 0.06% 0.70% 0.06%
----- ----- ----- -----
Total Annual Series Operating Expenses(1) .... 1.50% 0.56% 1.60% 0.76%
Fee Waiver and/or Expense Reimbursement(2) N/A N/A (0.32)% N/A
-----
Net Expenses(1) .......................... 1.28%

<CAPTION>
RESEARCH
GROWTH
GROWTH AND RESEARCH STRATEGIC TOTAL
INCOME INTERNATIONAL INCOME RETURN
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ............................... 0.75% 1.00% 0.75% 0.65%
Other Expenses(1) ............................ 0.20% 2.86% 0.67% 0.05%
----- ----- ----- -----
Total Annual Series Operating Expenses(1) .... 0.95% 3.86% 1.42% 0.70%
Fee Waiver and/or Expense Reimbursement(2) N/A (2.31)% (0.13)% N/A
----- -----
Net Expenses(1) .......................... 1.55% 1.29%

<CAPTION>
Zero
Coupon
Series
Utilities Portfolio
Series 2000
------ ------
<S> <C> <C>
Management Fee ............................... 0.75% 0.25%
Other Expenses(1) ............................ 0.11% 0.67%
----- -----
Total Annual Series Operating Expenses(1) .... 0.86% 0.92%
Fee Waiver and/or Expense Reimbursement(2) N/A (0.39)%
-----
Net Expenses(1) ............................ 0.53%

------
(1) Each series has an expense offset arrangement which reduces the series' custodian fee based upon the
amount of cash maintained by the series 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 series' expenses). Any such fee reductions are not reflected.

(2) MFS has contractually agreed to bear the following series' expenses, excluding management fees, taxes,
extraordinary expenses and brokerage and transaction costs, in excess of the following annual percentage
of such series' average daily net assets:

Bond Series ................................................................................... 0.40%
Equity Income Series .......................................................................... 0.25%
New Discovery Series .......................................................................... 0.35%
Research International Series ................................................................. 0.50%
Strategic Income Series ....................................................................... 0.50%

Sun Life Assurance Company of Canada (U.S.) has contractually agreed to bear the Zero Coupon Series'
"Total Annual Series Operating Expenses," excluding taxes, extraordinary expenses and brokerage and
transaction costs, in excess of 0.50% annually, up to and including 1.25% annually, of the Zero Coupon
Series' average daily net assets.

These contractual fee arrangements will continue until at least May 1, 2000, unless changed with the
consent of the board of trustees which oversees the series.
</TABLE>

o EXAMPLE OF EXPENSES

These examples are intended to help you compare the cost of investing in a
series with the cost of investing in other mutual funds. These examples do
not take into account the fees and expenses imposed under the Variable
Contracts through which an investment in a series is made.

The examples assume 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.

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

Period
------------------------------------
Series 1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------------------

Bond Series $105 $336 $ 586 $1,302
Capital Appreciation Series 79 246 428 954
Capital Opportunities Series 88 274 477 1,061
Emerging Growth Series 80 249 433 966
Equity Income Series 105 430 778 1,761
Global Asset Allocation Series 92 287 498 1,108
Global Governments Series 90 281 488 1,084
Global Growth Series 103 322 558 1,236
Global Total Return Series 95 296 515 1,143
Government Securities Series 63 199 346 774
High Yield Series 84 262 455 1,014
International Growth Series 134 418 723 1,590
International Growth and Income Series 118 368 638 1,409
Managed Sectors Series 82 255 444 990
Massachusetts Investors Growth Stock Series 99 309 536 1,190
Massachusetts Investors Trust Series 60 189 329 738
MFS/Foreign & Colonial Emerging Markets
Equity Series 153 474 818 1,791
Money Market Series 57 179 313 701
New Discovery Series 130 471 838 1,871
Research Series 78 243 422 942
Research Growth and Income Series 97 303 526 1,166
Research International Series 158 965 1,792 3,941
Strategic Income Series 131 437 764 1,691
Total Return Series 72 224 390 871
Utilities Series 88 274 477 1,061
Zero Coupon Series, Portfolio 2000 51 254 471 1,095

<PAGE>

-----------------------
II RISK RETURN SUMMARY
-----------------------

INVESTMENT STRATEGIES WHICH ARE COMMON TO ALL SERIES ARE DESCRIBED UNDER
THE CAPTION "CERTAIN INVESTMENT STRATEGIES AND RISKS."

1: Bond Series
............................................................................

o INVESTMENT OBJECTIVE
The series will primarily seek as high a level of current income as is
believed to be consistent with prudent investment risk. Its secondary
objective is to seek to protect shareholders' capital. The series'
objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES
The series invests, under normal market conditions, at least 65% of its
total assets in the following fixed income securities:

o Corporate bonds, which are bonds or other debt obligations issued by
domestic or foreign (including emerging market) corporations or other
similar entities.

o U.S. Government securities, which are bonds or other debt obligations
issued by, or whose principal and interest payments are guaranteed or
supported by, the U.S. Government or one of its agencies or
instrumentalities (including mortgage-backed securities).

o Mortgage-backed and asset-backed securities, which represent interests in
a pool of assets such as mortgage loans, car loan receivables or credit
card receivables.

While the series may purchase corporate bonds which have been assigned
lower credit ratings by credit rating agencies (commonly known as junk
bonds), it focuses on investment grade bonds. These bonds are rated in the
higher rating categories by credit rating agencies or are unrated and
considered by MFS to be comparable in quality.

In selecting fixed income investments for the series, MFS considers the
views of its large group of fixed income portfolio managers and research
analysts. This group periodically assesses the three-month total return
outlook for various segments of the fixed income markets. This three-month
"horizon" outlook is used by the portfolio manager}s{ of MFS' fixed income
oriented funds (including the series) as a tool in making or adjusting a
fund's asset allocations to various segments of the fixed income markets.
In assessing the credit quality of fixed income securities, MFS does not
rely solely on the credit ratings assigned by credit rating agencies, but
rather performs its own independent credit analysis.

The series may invest in derivative securities. Derivatives are securities
whose value may be based on other securities, currencies, interest rates,
or indices. Derivatives include:

o Futures and forward contracts.

o Options on futures contracts, foreign currencies, securities and bond
indices.

o Structured notes and indexed securities.

o Swaps, caps, collars and floors.

o 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. As with any non-money market mutual fund, the
share price of the series will change 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 Allocation Risk: The series will allocate its investments among various
segments of the fixed income markets based upon judgments made by MFS. The
series could miss attractive investment opportunities by underweighting
markets where there are significant returns, or could lose value
overweighting markets where there are significant declines.

o Maturity Risk: Interest rate risk will generally affect the price of a
fixed income security more if the security has a longer maturity. Fixed
income securities with longer maturities will therefore be more volatile
than other fixed income securities with shorter maturities. Conversely,
fixed income securities with shorter maturities will be less volatile but
generally provide lower returns than fixed income securities with longer
maturities. The average maturity of the series' fixed income investments
will affect the volatility of the series' share price.

o Credit Risk: Credit risk is the risk that the issuer of a fixed income
security will not be able to pay principal and interest when due. Rating
agencies assign credit ratings to certain fixed income securities to
indicate their credit risk. The price of a fixed income security will
generally fall if the issuer defaults on its obligation to pay principal
or interest, the rating agencies downgrade the issuer's credit rating or
other news affects the market's perception of the issuer's credit risk.

o Liquidity Risk: The fixed income securities purchased by the series may be
traded in the over-the-counter market rather than on an organized exchange
and are subject to liquidity risk. This means that they may be harder to
purchase or sell at a fair price. The inability to purchase or sell these
fixed income securities at a fair price could have a negative impact on
the series' performance.

o Lower Rated Bonds Risk:

> Higher Credit Risk: Junk bonds are subject to a substantially higher
degree of credit risk than investment grade bonds. During recessions, a
high percentage of issuers of junk bonds may default on payments of
principal and interest. The price of a junk bond may therefore fluctuate
drastically due to bad news about the issuer or the economy in general.

> Higher Liquidity Risk: During recessions and periods of broad market
declines, junk bonds could become less liquid, meaning that they will be
harder to value or sell at a fair price.

o Mortgage-Backed and Asset-Backed Securities Risk

> Maturity Risk:

+ Mortgage-Backed Securities: A mortgage-backed security will mature
when all the mortgages in the pool mature or are prepaid. Therefore,
mortgage-backed securities do not have a fixed maturity, and their
expected maturities may vary when interest rates rise or fall.

* When interest rates fall, homeowners are more likely to prepay their
mortgage loans. An increased rate of prepayments on the series'
mortgage-backed securities will result in an unforeseen loss of
interest income to the series as the series may be required to
reinvest assets at a lower interest rate. Because prepayments
increase when interest rates fall, the prices of mortgage-backed
securities do not increase as much as other fixed income securities
when interest rates fall.

* When interest rates rise, homeowners are less likely to prepay their
mortgage loans. A decreased rate of prepayments lengthens the
expected maturity of a mortgage-backed security. Therefore, the
prices of mortgage-backed securities may decrease more than prices
of other fixed income securities when interest rates rise.

+ Collateralized Mortgage Obligations: The series may invest in
mortgage-backed securities called collateralized mortgage obligations
(CMOs). CMOs are issued in separate classes with different stated
maturities. As the mortgage pool experiences prepayments, the pool
pays off investors in classes with shorter maturities first. By
investing in CMOs, the series may manage the prepayment risk of
mortgage-backed securities. However, prepayments may cause the actual
maturity of a CMO to be substantially shorter than its stated
maturity.

+ Asset-Backed Securities: Asset-backed securities have prepayment
risks similar to mortgage-backed securities.

> Credit Risk: As with any fixed income security, mortgage-backed and
asset-backed securities are subject to the risk that the issuer will
default on principal and interest payments. It may be difficult to
enforce rights against the assets underlying mortgage-backed and
asset-backed securities in the case of default. The U.S. Government or
its agencies may guarantee the payment of principal and interest on some
mortgage-backed securities. Mortgage-backed securities and asset-backed
securities issued by private lending institutions or other financial
intermediaries may be supported by insurance or other forms of
guarantees.

o Derivatives Risk:

> Hedging Risk: When a derivative is used as a hedge against an opposite
position that the series also holds, any loss generated by the
derivative should be substantially offset by gains on the hedged
investment, and vice versa. While hedging can reduce or eliminate
losses, it can also reduce or eliminate gains.

> Correlation Risk: When the series uses derivatives to hedge, it takes
the risk that changes in the value of the derivative will not match
those of the asset being hedged. Incomplete correlation can result in
unanticipated losses.

> Investment Risk: When the series uses derivatives as an investment
vehicle to gain market exposure, rather than for hedging purposes, any
loss on the derivative investment will not be offset by gains on another
hedged investment. The series is therefore directly exposed to the risks
of that derivative. Gains or losses from derivative investments may be
substantially greater than the derivative's original cost.

> Availability Risk: Derivatives may not be available to the series upon
acceptable terms. As a result, the series may be unable to use
derivatives for hedging or other purposes.

> Credit Risk: When the series uses derivatives, it is subject to the risk
that the other party to the agreement will not be able to perform.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o 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 operations on December 31, 1998.

<PAGE>

2: CAPITAL APPRECIATION SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek to maximize capital appreciation by investing in
securities of all types, with major emphasis on common stocks. The series'
objective may be changed without shareholder approval.

o 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, convertible securities and depositary receipts, of companies which
MFS believes possess above-average growth opportunities. The series also
invests in fixed income securities when relative values or economic
conditions make these securities attractive. The series' investments may
include securities listed on a securities exchange or traded in the over-
the-counter markets.

Growth companies are companies that 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 that may accelerate growth.

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

o PRINCIPAL RISKS OF AN INVESTMENT

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 disappointing earnings results.

o Growth Companies Risk: Prices of growth company securities held by the
series may 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 or disappointing growth
company earnings results.

o Over-the-Counter Risk: Equity securities and fixed income securities
purchased by the series may be traded in the over- the-counter (OTC)
market rather than on an organized exchange. Many OTC securities trade
less frequently and in smaller volume than exchange-traded securities. OTC
investments are therefore subject to liquidity risk, meaning the
securities are harder to value or sell at a fair price. Companies that
issue OTC securities may have limited product lines, markets or financial
resources compared to companies that issue exchange-traded securities. The
value of OTC securities may be more volatile than exchange- traded
securities. These factors could have a negative impact on the value of an
OTC security and therefore on the series' performance.

o Foreign Securities Risk: 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.

> 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.
By entering into forward foreign currency exchange contracts, the series
may be required to forego the benefits of advantageous changes in
exchange rates and, in the case of forward contracts entered into for
the purpose of increasing return, the series may sustain losses which
will reduce its gross income. 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.

o Maturity Risk: Interest rate risk will generally affect the price of a
fixed income security more if the security has a longer maturity because
changes in interest rates are increasingly difficult to predict over
longer periods of time. Fixed income securities with longer maturities
will therefore be more volatile than other fixed income securities with
shorter maturities. Conversely, fixed income securities with shorter
maturities will be less volatile but generally provide lower returns than
fixed income securities with longer maturities. The average maturity of
the series' fixed income investments will affect the volatility of the
series' share price.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series'
performance over time compares with that of one or more broad measures of
market performance. The chart and table provide past performance
information. The series' past performance does not necessarily indicate
how the series will perform in the future. The returns shown do not
reflect fees and charges imposed under the Variable Contracts through
which an investment is made. If these fees and charges were included, they
would reduce these returns.

BAR CHART

The bar chart shows changes in the annual total returns of the series'
shares for each calendar year for the last ten years, assuming the
reinvestment of distributions.

1989 46.91%
1990 (9.69)%
1991 40.95%
1992 13.61%
1993 18.00%
1994 (3.60)%
1995 34.46%
1996 21.48%
1997 23.14%
1998 28.70%

During the period shown in the bar chart the highest quarterly return was
24.14% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (20.03)% (for the calendar quarter ended September
30, 1990).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series'
shares compares to a broad measure of market performance and various other
market indicators and assumes the reinvestment of distributions.

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
..........................................................................

1 Year 5 Years 10 Years
Capital Appreciation Series 28.70% 20.07% 20.12%
Standard & Poor's 500 Composite Index+* 28.58% 24.06% 19.21%
Average growth fund++ 22.86% 18.63% 19.22%

------
+ Source: CDA/Wiesenberger, Inc.
++ Source: Lipper Analytical Services, Inc.
* The Standard & Poor's 500 Composite Index is a broad-based, popular,
unmanaged index of common stock total return performance.

<PAGE>

3: CAPITAL OPPORTUNITIES SERIES
...........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
changed without shareholder approval.

o 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, convertible securities and depositary receipts for those
securities. The series focuses on companies which MFS believes have
favorable growth prospects and attractive valuations based on current and
expected earnings or cash flow. The series' investments may include
securities listed on a securities exchange or traded in the over-the-
counter markets.

o PRINCIPAL RISKS OF AN INVESTMENT

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 disappointing earnings results.

o Company Risk: Prices of securities react to the economic condition of the
company that issued the security. The series' equity investments in an
issuer may rise and fall based on the issuer's actual and anticipated
earnings, changes in management and the potential for takeovers and
acquisitions.

o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those associated with transactions in securities traded on
exchanges. OTC-listed companies may have limited product lines, markets or
financial resources. Many OTC stocks trade less frequently and in smaller
volume than exchange-listed stocks. The values of these stocks may be more
volatile than exchange-listed stocks, and the series may experience
difficulty in establishing or closing out positions in these stocks at
prevailing market prices.

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

> 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.

o Emerging Markets Risk: Emerging markets are generally defined as countries
in the initial stages of their industrialization cycles with low per
capita income. Investments in emerging markets securities involve all of
the risks of investments in foreign securities, and also have additional
risks:

> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.

> The markets of emerging markets countries have been more volatile than
the markets of developed countries with more mature economies. These
markets often have provided significantly higher or lower rates of
return than developed markets, and significantly greater risks, to
investors.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series'
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information. The
series' past performance does not necessarily indicate how the series will
perform in the future. The returns shown do not reflect fees and charges
imposed under the Variable Contracts through which an investment is made.
If these fees and charges were included, they would reduce these returns.

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1997 27.57%
1998 26.97%

During the period shown in the bar chart the highest quarterly return was
24.58% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (14.28)% (for the calendar quarter ended September
30, 1998).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to a broad measure of market performance and assumes the
reinvestment of distributions.

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
..........................................................................
1 Year Life
Capital Opportunities Series 26.97% 25.16%*
Standard & Poor's 500 Composite Index+** 28.58% 29.66%

------
* For the period from the commencement of the series' investment
operations on June 3, 1996, through December 31, 1998.
+ Source: CDA/Wiesenberger, Inc. "Life" refers to the period from July 1,
1996 through December 31, 1998.
** The Standard & Poor's 500 Composite Index is a broad-based, popular,
unmanaged index of common stock total return performance.

<PAGE>

4: EMERGING GROWTH SERIES
...........................................................................

o INVESTMENT OBJECTIVE

The series will seek long term growth of capital. The series' objective
may be changed without shareholder approval.

o 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, convertible securities and depositary receipts for those
securities, of emerging growth companies. Emerging growth companies are
companies which MFS believes are either:

o early in their life cycle but which have the potential to become major
enterprises; or

o major enterprises whose rates of earnings growth are expected to
accelerate because of special factors, such as rejuvenated management, new
products, changes in consumer demand, or basic changes in the economic
environment.

Emerging growth companies may be of any size, and MFS would expect these
companies to have products, technologies, management, markets and
opportunities which will facilitate earnings growth over time that is well
above the growth rate of the overall economy and the rate of inflation.
The series' investments may include securities listed on a securities
exchange or traded in the over-the-counter markets.

o PRINCIPAL RISKS OF AN INVESTMENT

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 disappointing earnings results.

o Emerging Growth Risk: Prices of securities react to the economic condition
of the company that issued the security. The series' equity investments in
an issuer may rise and fall based on the issuer's actual and anticipated
earnings, changes in management and the potential for takeovers and
acquisitions. Investments in emerging growth companies may be subject to
more abrupt or erratic market movements and may involve greater risks than
investments in other companies. Emerging growth companies often:

> have limited product lines, markets and financial resources,

> are dependent on management by one or a few key individuals,

> have shares which suffer steeper than average price declines after
disappointing earnings reports and are more difficult to sell at
satisfactory prices.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1996 17.15%
1997 21.93%
1998 33.88%

During the period shown in the bar chart the highest quarterly return was
27.42% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (13.29)% (for the calendar quarter ended September
30, 1998).

PERFORMANCE TABLE

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
..........................................................................
1 Year Life*
Emerging Growth Series 33.88% 27.31%
Standard & Poor's 500 Composite Index+** 28.58% 29.29%
Russell 2000 Total Return Index+*** (2.55)% 14.96%

------
* For the period from the commencement of the series' investment
operations on May 1, 1995, through December 31, 1998.
+ Source: CDA/Wiesenberger, Inc.
** The Standard & Poor's 500 Composite Index is a broad-based, popular,
unmanaged index of common stock total return performance.
*** The Russell 2000 Total Return Index is a broad-based, unmanaged index
comprised of 2,000 of the smallest U.S.-domiciled company common
stocks (on the basis of capitalization) that are traded in the United
States on the New York Stock Exchange, the American Stock Exchange and
NASDAQ.

5: EQUITY INCOME SERIES
...........................................................................

o INVESTMENT OBJECTIVE

The series will primarily seek reasonable income by investing mainly in
income producing securities, and its secondary objective is capital
appreciation. The series' objectives may be changed without shareholder
approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 65% of its
total assets in income producing common stocks and related securities,
such as preferred stocks, convertible securities and depositary receipts
for those securities. These securities may be listed on a securities
exchange or traded in the over-the-counter markets. While the series may
invest in companies of any size, the series generally focuses on
companies with large market capitalizations that MFS believes have
sustainable growth prospects and attractive valuations based on current
and expected earnings or cash flow.

o PRINCIPAL RISKS OF AN INVESTMENT

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 disappointing earnings results.

o Large Cap Companies Risk: Large cap companies tend to go in and out of
favor based on market and economic conditions. Large cap companies tend to
be less volatile than companies with smaller market capitalizations. In
exchange for this potentially lower risk, the series' value may not rise
as much as the value of funds that emphasize smaller cap companies.

o Interest Rate Risk: Income producing equity securities may react like
fixed income securities to changes in interest rates. Thus, when interest
rates rise, the prices of income producing equity securities may fall.
Conversely, a decrease in interest rates may cause these securities to
increase in value.

o Foreign Markets Risk: Investing in foreign securities involves 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:

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

> 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.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o 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 operations on December 31, 1998.

<PAGE>

6: GLOBAL ASSET ALLOCATION SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek total return over the long term through investments
in equity and fixed income securities and will also seek to have low
volatility of share price (i.e., net asset value per share) and reduced
risk (compared to an aggressive equity/fixed income portfolio). The
series' objectives may be changed without shareholder approval.

Prior to May 1, 1999, this series was known as World Asset Allocation
Series.

o PRINCIPAL INVESTMENT STRATEGIES

The series allocates its assets among some or all or the following five
asset classes of equity and fixed income securities:

o U.S. equity securities, which are common stocks and related securities,
such as preferred stock, convertible securities and depositary receipts of
U.S. issuers.

o Foreign equity securities, which are equity securities of foreign issuers,
including issuers located in emerging markets.

o U.S. investment grade fixed income securities, which are bonds or other
debt obligations of U.S. issuers. These bonds have been assigned higher
credit ratings by credit rating agencies or are unrated and considered by
MFS to be comparable to higher rated bonds. These securities may include:

> U.S. government securities, which are bonds or other debt obligations
issued by, or whose principal and interest payments are guaranteed or
supported by, the U.S. Government or one of its agencies or
instrumentalities (including mortgage-backed securities).

> Corporate bonds, which are bonds or other debt obligations issued by
corporations or similar entities.

> Municipal bonds, which are bonds or other debt obligations of a U.S.
state or political subdivision, such as a county, city, town, village or
authority.

o U.S. high yield fixed income securities, which are bonds or other debt
obligations of U.S. issuers, including corporate bonds and municipal
bonds. These bonds are generally lower rated bonds, commonly known as junk
bonds, which are bonds assigned low credit ratings by credit rating
agencies or which are unrated and considered by MFS to be comparable to
lower rated bonds.

o Foreign fixed income securities, which are fixed income securities of
foreign issuers, including issuers located in emerging markets; these
securities may be investment grade or lower rated bonds.

The series allocates its assets among these asset classes with a view
towards total return. The series will vary the percentage of its assets
invested in any asset class in accordance with MFS' interpretation of the
total return outlook of various segments of the fixed income and equity
markets, through analysis of economic and market conditions, fiscal and
monetary policy and underlying security values. Under normal market
conditions, at least 30% of the series' total assets will be invested in
equity securities and the series' assets will be allocated among at least
three of the asset classes above. Under normal market conditions, the
series invests in at least three different countries, one of which is the
U.S.

The series is a non-diversified mutual fund. This means that the series
may invest a relatively high percentage of its assets in a small number of
issuers.

EQUITY INVESTMENTS. While the series may invest in all types of equity
securities, MFS generally seeks to purchase for the series equity
securities of companies that 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 that may accelerate growth.

MFS uses a bottom-up, as opposed to a top-down, investment style in
managing the equity-oriented funds (such as the equity asset classes of
the series) it advises. This means that securities are selected based upon
fundamental analysis of individual companies performed by the portfolio
manager of the asset class and MFS' large group of equity research
analysts.

FIXED INCOME INVESTMENTS. In selecting fixed income investments for the
series, MFS considers the views of its large group of fixed income
portfolio managers and research analysts. This group periodically assesses
the three-month total return outlook for various segments of the fixed
income markets. This three-month "horizon" outlook is used by the
portfolio manager}s{ of MFS' fixed income oriented funds (including the
fixed income asset classes of series) as a tool in making or adjusting a
fund's asset allocations to various segments of the fixed income markets.
In assessing the credit quality of fixed income securities, MFS does not
rely solely on the credit ratings assigned by credit rating agencies, but
rather performs its own independent credit analysis.

FOREIGN INVESTMENTS. The series' investments in foreign securities may
include equity and fixed income securities of foreign companies, fixed
income securities issued by foreign governments and Brady Bonds.

OTHER CONSIDERATIONS. The series may invest in derivative securities.
Derivatives are securities whose value may be based on other securities,
currencies, interest rates, or indices. Derivatives include:

o Futures and forward contracts.

o Options on futures contracts, foreign currencies, securities and
securities indices.

o Structured notes and indexed securities.

o Swaps, caps, collars and floors.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Allocation Risk: The series will allocate its investments among the fixed
income and equity security asset classes described above based upon
judgments made by MFS. The series could miss attractive investment
opportunities by underweighting asset classes where there are significant
returns, or could lose value by overweighting asset classes where there
are significant declines.

o Market Risk: The value of the securities in which the series invests may
decline due to changing economic, political or market conditions or
disappointing earnings results.

o Maturity Risk: Interest rate risk will generally affect the price of a
fixed income security more if the security has a longer maturity. Fixed
income securities with longer maturities will therefore be more volatile
than other fixed income securities with shorter maturities because changes
in interest rates are increasingly difficult to predict over longer
periods of time. Conversely, fixed income securities with shorter
maturities will be less volatile but generally provide lower returns than
fixed income securities with longer maturities. The average maturity of
the series' fixed income investments will affect the volatility of the
series' share price.

o Over-the-Counter Risk: Equity and fixed income securities purchased by the
series may be traded in the over-the- counter (OTC) market rather than on
an organized exchange. Many OTC securities trade less frequently and in
smaller volume than exchange-traded securities. OTC investments are
therefore subject to liquidity risk, meaning the securities are harder to
value or sell at a fair price. Companies that issue OTC securities may
have limited product lines, markets or financial resources compared to
companies that issue exchange-traded securities. The value of OTC
securities may be more volatile than exchange-traded securities. These
factors could have a negative impact on the value of an OTC security and
therefore on the series' performance.

o Lower Rated Bonds Risk:

> Higher Liquidity Risk: During recessions and periods of broad market
declines, junk bonds could become less liquid, meaning that they will be
harder to value or sell at a fair price.

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:

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

> 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.

> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.

> The markets of emerging market countries have been more volatile than
the markets of developed countries with more mature economies. These
markets often have provided higher rates of return, and significantly
greater risks, to investors.

o Derivatives Risk:

> Availability Risk: Derivatives may not be available to the series upon
acceptable terms. As a result, the series may be unable to use
derivatives for hedging or other purposes.

> Credit Risk: When the series uses derivatives, it is subject to the risk
that the other party to the agreement will not be able to perform.

o Non-Diversified Status Risk: Because the series may invest its assets in a
small number of issuers, the series is more susceptible to any single
economic, political or regulatory event affecting those issuers than is a
diversified fund.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1995 21.56%
1996 16.04%
1997 10.87%
1998 6.60%

During the period shown in the bar chart, the highest quarterly return was
10.22% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (11.95)% (for the calendar quarter ended September
30, 1998).

<PAGE>

PERFORMANCE TABLE

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
..........................................................................
1 Year Life
Global Asset Allocation Series 6.60% 13.28%*
Standard & Poor's 500 Composite Index+** 28.58% 30.25%
Lehman Brothers Aggregate Bond Index+*** 8.68% 9.95%
J.P. Morgan Non-Dollar Government Bond Index++**** 18.28% 9.56%
MSCI EAFE Index+***** 20.33% 9.83%

------
* For the period from the commencement of the series' investment
operations on November 7, 1994, through December 31, 1998.
+ Source: CDA/Wiesenberger, Inc. "Life" refers to the period December
1, 1994 through December 31, 1998.
++ Source: AIM. "Life" refers to the period December 1, 1994 through
December 31, 1998.
** The Standard & Poor's 500 Composite Index is a broad-based, popular,
unmanaged index of common stock total return performance.
*** The Lehman Brothers Aggregate Bond Index is broad-based and
unmanaged and is composed of all publicly issued obligations of the
U.S. Treasury and government agencies, all corporate debt guaranteed
by the U.S. Government, all fixed-rate nonconvertible investment-
grade domestic corporate debt, and all fixed-rate securities backed
by mortgage pools of the Government National Mortgage Association
(GNMA), the Federal Home Loan Mortgage Corporation (FHLMC), and the
Federal National Mortgage Association (FNMA).
**** The J.P. Morgan Non-Dollar Government Bond Index is a broad-based
and unmanaged aggregate of actively traded government bonds issued
from 12 countries (excluding the United States) with remaining
maturities of at least one year.
***** The Morgan Stanley Capital International (MSCI) EAFE (Europe,
Australia, Far East) Index is a broad-based and unmanaged, market-
capitalization-weighted, total return index which measures the
performance of the same developed-country global stock markets
included in the MSCI World Index, but excluding the United States,
Canada, and the South African mining component.

<PAGE>

7: GLOBAL GOVERNMENTS SERIES
...........................................................................

o INVESTMENT OBJECTIVE

The series will seek to provide moderate current income, preservation of
capital and growth of capital by investing in debt obligations that are
issued or guaranteed as to principal and interest by either }i{ the U.S.
Government, its agencies, authorities or instrumentalities or (ii) the
governments of foreign countries (to the extent that MFS believes that the
higher yields available from foreign government securities are sufficient
to justify the risks of investing in these securities). The series'
objective may be changed without shareholder approval.

Prior to May 1, 1999, this series was known as World Governments Series.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 80% of its
total assets in:

o Foreign government securities of developed countries, which are bonds or
other debt obligations issued by foreign governments of developed
countries. These foreign government securities are either:

> issued, guaranteed or supported as to payment of principal and interest
by foreign governments, foreign government agencies, foreign semi-
governmental entities, or supra- national entities.

> interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of foreign government
securities.

The series may also invest up to 20% of its total assets in foreign
government securities of emerging market countries. Under normal market
conditions, the series invests in at least three different countries, one
of which is the U.S.

The series is non-diversified. This means that the series may invest a
relatively high percentage of its assets in a small number of issuers. The
series may invest a substantial amount of its assets (i.e., more than 25%
of its assets) in issuers located in a single country or a limited number
of countries.

The series may invest in derivative securities. Derivatives are securities
whose value may be based on other securities, currencies, interest rates,
or indices. Derivatives include:

o Futures and forward contracts.

o Options on futures contracts, foreign currencies, securities and bond
indices.

o Structured notes and indexed securities.

o Swaps, caps, collars and floors.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

> These risks may include 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.

> Foreign entities may not be subject to accounting standards or
governmental supervision comparable to U.S. entities, 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.
By entering into forward foreign currency exchange contracts, the series
may be required to forego the benefits of advantageous changes in
exchange rates and, in the case of forward contracts entered into for
the purposes of increasing return, the series may sustain losses which
will reduce its gross income. 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.

> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.

o Allocation Risk: The series will allocate its investments among various
government securities based upon judgments made by MFS. The series could
miss attractive investment opportunities by underweighting markets where
there are significant returns, and could lose value by overweighting
markets where there are significant declines.

o Mortgage-Backed Securities:

> Maturity Risk: A mortgage-backed security will mature when all the
mortgages in the pool mature or are prepaid. Therefore, mortgage-backed
securities do not have a fixed maturity, and their expected maturities
may vary when interest rates rise or fall.

+ When interest rates fall, homeowners are more likely to prepay their
mortgage loans. An increased rate of prepayments on the series'
mortgage-backed securities will result in an unforeseen loss of
interest income to the series as the series may be required to
reinvest assets at a lower interest rate. Because prepayments increase
when interest rates fall, the price of mortgage-backed securities does
not increase as much as other fixed income securities when interest
rates fall.

+ When interest rates rise, homeowners are less likely to prepay their
mortgage loans. A decreased rate of prepayments lengthens the expected
maturity of a mortgage-backed security. Therefore, the prices of
mortgage-backed securities may decrease more than prices of other
fixed income securities when interest rates rise.

> Credit Risk: As with any fixed income security, mortgage-backed
securities are subject to the risk that the issuer will default on
principal and interest payments. It may be difficult to enforce rights
against the assets underlying mortgage-backed securities in the case of
default. The U.S. Government or its agencies may guarantee the payment
of principal and interest on mortgage-backed securities.

o Derivatives Risk:

> Availability Risk: Derivatives may not be available to the series upon
acceptable terms. As a result, the series may be unable to use
derivatives for hedging or other purposes.

> Credit Risk: When the series uses derivatives, it is subject to the risk
that the other party to the agreement will not be able to perform.

o Non-Diversified Status Risk: Because the series may invest a higher
percentage of its assets in a small number of issuers, the series is more
susceptible to any single economic, political or regulatory event
affecting those issuers than is a diversified fund.

o Investment Focus Risk: Because the series may invest a substantial amount
of its assets in issuers located in a single country or a limited number
of countries, economic, political and social conditions in these countries
will have a significant impact on its investment performance.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year for the past ten years, assuming the
reinvestment of distributions.

1989 9.87%
1990 13.37%
1991 14.83%
1992 0.54%
1993 18.84%
1994 (4.46)%
1995 15.69%
1996 4.66%
1997 (0.76)%
1998 15.46%

During the period shown in the bar chart the highest quarterly return was
9.76% (for the calendar quarter ended September 30, 1998) and the lowest
quarterly return was (6.07)% (for the calendar quarter ended March 31,
1994).

PERFORMANCE TABLE

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
..........................................................................
1 Year 5 Years 10 Years
Global Governments Series 15.46% 5.80% 8.52%
Salomon Brothers World Government
Bond Index+* 15.29% 7.84% 8.97%
J.P. Morgan Global Government
Bond Index++** 15.31% 8.09% 9.09%

------
+ Source: CDA/Wiesenberger, Inc.
++ Source: AIM.
* The Salomon Brothers World Government Bond Index is broad-based and
unmanaged index consisting of complete universes of government bonds
with remaining maturities of at least five years.
** The J.P. Morgan Global Government Bond Index is a broad-based,
unmanaged aggregate of actively traded government bonds issued from 13
countries (including the United States) with remaining maturities of at
least one year.

<PAGE>

8: Global Growth Series
...........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation by investing in securities of
companies worldwide growing at rates expected to be well above the growth
rate of the overall U.S. economy. The series' objective may be changed
without shareholder approval.

Prior to May 1, 1999, this series was known as World Growth Series.

o PRINCIPAL INVESTMENT STRATEGIES

o U.S. emerging growth companies, which are domestic companies that MFS
believes are either early in their life cycle but which have the potential
to become major enterprises, or are major enterprises whose rates of
earnings growth are expected to accelerate because of special factors,
such as rejuvenated management, new products, changes in consumer demand,
or basic changes in the economic environment.

o Foreign growth companies, which are foreign companies located in more
developed securities markets (such as Australia, Canada, Japan, New
Zealand and Western European countries) that MFS believes have favorable
growth prospects and attractive valuations based on current and expected
earnings and cash flow. The series generally seeks to purchase foreign
growth securities of companies with relatively large capitalizations
relative to the market in which they are traded.

o Emerging market securities, which are securities of issuers whose
principal activities are located in emerging market countries. Emerging
market countries include any country determined to have an emerging market
economy, taking into account a number of factors, including whether the
country has a low- to-middle-income economy according to the International
Bank for Reconstruction and Development, the country's foreign currency
debt rating, its political and economic stability and the development of
its financial and capital markets.

Under normal market conditions, the series invests in at least three
different countries, one of which is the U.S. MFS directly manages the
U.S. emerging growth companies and foreign growth companies sectors. MFS
has engaged the sub-advisers identified below under the capition
"Management of the Series" to manage the emerging markets securities
sector.

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
performed by the series' portfolio manager and MFS' large group of equity
research analysts. The sub-advisers use a top down investment style in
managing the emerging markets securities sector of the series. This means
that securities are selected for this sector based upon a determination of
allocations among various emerging markets.

The series is a non-diversified mutual fund. This means that the series
may invest a relatively high percentage of its assets in a small number of
issuers.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Allocation Risk: The series will allocate its investments among U.S.
emerging growth companies, foreign growth companies and emerging markets
companies, based upon judgments made by MFS. The series could miss
attractive investment opportunities by underweighting markets where there
are significant returns, and could lose value by overweighting markets
where there are significant declines.

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

> 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.

o Emerging Markets Risk: Investments in emerging markets securities involve
all of the risks of investments in foreign securities, and also have
additional risks:

> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.

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 disappointing earnings results.

o Emerging Growth Companies: Investments in emerging growth companies may be
subject to more abrupt or erratic market movements and may involve greater
risks than investments in other companies. Emerging growth companies
often:

> have limited product lines, markets and financial resources,

> are dependent on management by one or a few key individuals,

> have shares which suffer steeper than average price declines after
disappointing earnings reports and are more difficult to sell at
satisfactory prices.

o Investment Focus: The series may invest a substantial amount of its assets
in issuers located in a single country or a limited number of countries.
If the series focuses its investments in this manner, it assumes the risk
that economic, political and social conditions in those countries will
have a significant impact on its investment performance. The series'
investment performance may also be more volatile if it focuses its
investments in certain countries, especially emerging market countries.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series
performance over time. The performance table also shows how the series'
performance over time compares with that of one or more broad measures of
market performance. The chart and table provide past performance
information. The series' past performance does not necessarily indicate
how the series will perform in the future. The returns shown do not
reflect fees and charges imposed under the Variable Contracts through
which an investment is made. If these fees and charges were included, they
would reduce these returns.

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1994 2.86%
1995 16.06%
1996 13.02%
1997 15.32%
1998 14.61%

During the period shown in the bar chart the highest quarterly return was
21.77% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (16.71)% (for the calendar quarter ended September
30, 1998).

PERFORMANCE TABLE

Average Annual Total Returns as of December 31, 1998
..........................................................................
1 Year 5 Years Life*
Global Growth Series 14.61% 12.26% 13.32%
Standard & Poor's 500 Composite Index+** 28.58% 24.06% 23.91%
Russell 2000 Total Return Index+*** (2.55)% 11.86% 12.39%
MSCI All Country World Index++**** 21.72% 14.48% 15.52%
Average global flexible fund++ 14.46% 11.98% 13.44%

------
* For the period from the series, commencement of investment operations
on December 1, 1993, through December 31, 1998.
+ Source: CDA/Wiesenberger, Inc.
++ Source: Lipper Analytical Services, Inc.
** The Standard & Poor's 500 Composite Index is a broad-based, popular,
unmanaged index of common stock total return performance.
*** The Russell 2000 Total Return Index is a broad-based, unmanaged index
comprised of 2,000 of the smallest U.S.-domiciled company common
stocks (on the basis of capitalization) that are traded in the United
States on the New York Stock Exchange, the American Stock Exchange
and NASDAQ.
**** The Morgan Stanley Capital International (MSCI) All Country World
Index is a broad, unmanaged index of global equities.

<PAGE>

9: GLOBAL TOTAL RETURN SERIES
...........................................................................

o INVESTMENT OBJECTIVE

The series will seek total return by investing in securities which will
provide above-average income (compared to a portfolio invested entirely in
equity securities) and opportunities for long-term growth of capital and
income. The series' objective may be changed without shareholder approval.

Prior to May 1, 1999, this series was known as World Total Return Series.

o PRINCIPAL INVESTMENT STRATEGIES

The series is a "global balanced fund," and invests in a combination of
global equity and fixed income securities. Under normal market conditions,
the series invests:

o At least 40%, but not more than 75%, of its net assets in equity
securities, which may include common stocks and related securities such as
preferred stock, warrants or rights convertible into stock, and depositary
receipts for those securities.

o At least 25% of its net assets in fixed income securities.

The series may vary the percentage of its assets invested in any one type
of security (within the limits described above) in accordance with MFS'
interpretation of economic and money market conditions, fiscal and
monetary policy and underlying security values. The series may also vary
the percentage of its assets issued abroad and denominated in foreign
currencies in accordance with MFS' view on the state of the economies of
the various countries of the world, their financial markets and the
relationship of their currencies to the U.S. dollar. Under normal market
conditions, the series invests in at least three different countries, one
of which is the U.S. The series is a non-diversified mutual fund. This
means that the series may invest a relatively high percentage of its
assets in a small number of issuers.

FOREIGN INVESTMENTS. The series invests in foreign securities such as:

o Equity securities of foreign companies.

o Fixed income securities of foreign companies.

o Fixed income securities issued by foreign governments, which are:

> issued, guaranteed or supported as to payment of principal and interest
by foreign governments, foreign government agencies, foreign semi-
governmental entities, or supra- national entities, or

> interests issued by entities organized and operated for the purpose of
restructuring the investment characteristics of foreign government
securities.

o Brady Bonds, which are long-term bonds issued as part of a restructuring
of defaulted commercial loans to emerging market countries.

EQUITY INVESTMENTS. The series' equity investments include securities of
both non-U.S. and U.S. issuers. With respect to U.S. issuers, the series
focuses on those companies that have the potential to derive a meaningful
portion of their revenues and earnings in foreign markets. In managing the
series, MFS seeks to purchase securities of well-known and established
companies. MFS looks particularly for equity securities issued by
companies with relatively large market capitalizations and which have:

o steady earnings with a predictable growth rate, and

o attractive valuations based on current and expected earnings or cash flow.

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

FIXED INCOME INVESTMENTS. The series invests in securities which pay a
fixed interest rate, which include:

o Securities issued by foreign governments, as described under "Foreign
Investments," above.

o Corporate bonds, which are bonds or other debt obligations issued by
corporations or similar entities, including foreign corporations.

o Mortgage-backed and asset-backed securities, which represent interests in
a pool of assets such as mortgage loans, car loan receivables, or credit
card receivables. These investments entitle the series to a share of the
principal and interest payments made on the underlying mortgage, car loan,
or credit card. For example, if the series invests in a pool that includes
your mortgage loan, a share of the principal and interest payments on your
mortgage would pass to the series.

In selecting fixed income investments for the series, MFS considers the
views of its large group of fixed income portfolio managers and research
analysts. This group periodically assesses the three-month total return
outlook for various segments of the fixed income markets. This three-month
"horizon" outlook is used by the portfolio manager}s{ of MFS' fixed income
oriented funds (including the fixed income portion of the series) as a
tool in making or adjusting the series' asset allocations to these various
segments of the fixed income markets. In assessing the credit quality of
fixed income securities, MFS does not rely solely on the credit ratings
assigned by credit rating agencies, but rather performs its own
independent credit analysis.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Allocation Risk: The series will allocate its investments between equity
and fixed income securities, and among various segments of the fixed
income markets, and among different countries based upon judgments made by
MFS. The series could miss attractive investment opportunities by
underweighting markets where there are significant returns, and could lose
value by overweighting markets where there are significant declines.

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

> 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.

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 disappointing earnings results.

o Maturity Risk: Interest rate risk will affect the price of a fixed income
security more if the security has a longer maturity. Fixed income
securities with longer maturities will therefore be more volatile than
other fixed income securities with shorter maturities. Conversely, fixed
income securities with shorter maturities will be less volatile but
generally provide lower returns than fixed income securities with longer
maturities. The average maturity of the series' fixed income investments
will affect the volatility of the series' share price.

o Mortgage and Asset-Backed Securities:

> Maturity Risk:

+ Mortgage-Backed Securities: A mortgage-backed security will mature
when all the mortgages in the pool mature or are prepaid.
Therefore, mortgage-backed securities do not have a fixed
maturity, and their expected maturities may vary when interest
rates rise or fall.

* When interest rates fall, homeowners are more likely to prepay their
mortgage loans. An increased rate of prepayments on the series'
mortgage-backed securities will result in an unforeseen loss of
interest income to the series as the series may be required to
reinvest assets at a lower interest rate. Because prepayments
increase when interest rates fall, the price of mortgage-backed
securities does not increase as much as other fixed income
securities when interest rates fall.

+ Asset-Backed Securities: Asset-backed securities have prepayment risks
similar to mortgage-backed securities.

> Credit Risk: As with any fixed income security, mortgage-backed and
asset-backed securities are subject to the risk of default on principal
and interest payments. It may be difficult to enforce rights against the
assets underlying mortgage- backed and asset-backed securities in the
case of default. The U.S. Government or its agencies may guarantee the
payment of principal and interest on some mortgage-backed securities.
Mortgage-backed securities and asset-backed securities issued by private
lending institutions or other financial intermediaries may be supported
by insurance or other forms of guarantees.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1995 17.89%
1996 14.33%
1997 13.61%
1998 18.37%

During the period shown in the bar chart the highest quarterly return was
10.15% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (3.21)% (for the calendar quarter ended September 30,
1998).

PERFORMANCE TABLE

Average Annual Total Returns as of December 31, 1998
..........................................................................
1 Year Life
Global Total Return Series 18.37% 15.53%*
60% MSCI World Index/40% J.P. Morgan
Global Government Bond Index+** 21.00% 15.10%
Lipper Global Flexible Fund Index+*** 8.99% 12.95%
Average global flexible fund+ 10.61% 12.95%

------
* For the period from the series' commencement of investment operations
on November 7, 1994, through December 31, 1998.
+ Source: Lipper Analytical Services, Inc. "Life" refers to the period
from December 1, 1994 through December 31, 1998.
** The Morgan Stanley Capital International (MSCI) World Index is a
broad-based, unmanaged market-capitalization-weighted, total return
index which measures the performance of 23 developed-country global
stock markets including the United States, Canada, Europe, Australia,
New Zealand, and the Far East. The J.P. Morgan Global Government Bond
Index is a broad-based, unmanaged aggregate of actively traded
government bonds issued from 13 countries (including the United
States) with remaining maturities of at least one year.
*** The Lipper Mutual Fund Indices are broad-based, unmanaged, net-asset-
value-weighted indices of the largest qualifying mutual funds within
their respective investment objectives, adjusted for the reinvestment
of capital gain distributions and income dividends.

<PAGE>

10: GOVERNMENT SECURITIES SERIES
..............................................................................

o INVESTMENT OBJECTIVE

The series will seek current income and preservation of capital by
investing in U.S. Government and U.S. Government-related securities. The
series' objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 80% of its
total assets in U.S. Government securities. These securities include:

o U.S. Treasury obligations, which differ only in their interest rates,
maturities and times of issuance: U.S. Treasury bills (maturity of one
year or less); U.S. Treasury notes (maturities of one to 10 years); and
U.S. Treasury bonds (generally maturities of greater than 10 years), all
of which are backed by the full faith and credit of the U.S. Government.

o Obligations issued, guaranteed or supported by U.S. Government agencies,
authorities or instrumentalities (including mortgage-backed securities and
collateralized mortgage obligations), some of which are

> backed by the full faith and credit of the U.S. Treasury; for example,
direct pass-through certificates of the Government National Mortgage
Association;

> supported by the right of the issuer to borrow from the U.S.
Government; for example, obligations of Federal Home Loan Banks;

> backed only by the credit of the issuer itself; for example,
obligations of the Student Loan Marketing association; and
> supported by the discretionary authority of the U.S. Government to
purchase the agency's obligations; for example, obligations of the
Federal National Mortgage Association (no assurance can be given that
the U.S. Government will provide financial support to these entities
because it is not obligated by law, in certain instances, to do so).

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Mortgage-Backed Securities and Collateralized Mortgage Obligations:

> Maturity Risk:

+ Mortgage-Backed Securities: A mortgage-backed security will mature
when all the mortgages in the pool mature or are prepaid.
Therefore, mortgage-backed securities do not have a fixed
maturity, and their expected maturities may vary when interest
rates rise or fall.

o When interest rates fall, homeowners are more likely to prepay
their mortgage loans. An increased rate of prepayments on the
series' mortgage-backed securities will result in an unforeseen
loss of interest income to the series as the series may be
required to reinvest assets at a lower interest rate. Because
prepayments increase when interest rates fall, the price of
mortgage-backed securities does not increase as much as other
fixed income securities when interest rates fall.

o When interest rates rise, homeowners are less likely to prepay
their mortgage loans. A decreased rate of prepayments lengthens
the expected maturity of a mortgage-backed security. Therefore,
the prices of mortgage-backed securities may decrease more than
prices of other fixed income securities when interest rates
rise.

+ Collateralized Mortgage Obligations: The series may invest in
mortgage-backed securities called collateralized mortgage
obligations (CMOs). CMOs are issued in separate classes with
different stated maturities. As the mortgage pool experiences
prepayments, the pool pays off investors in classes with shorter
maturities first. By investing in CMOs, the series may manage the
prepayment risk of mortgage-backed securities. However, prepayments
may cause the actual maturity of a CMO to be substantially shorter
than its stated maturity.

> Credit Risk: As with any fixed income security, mortgage-backed
securities are subject to the risk that the issuer will default on
principal and interest payments. It may be difficult to enforce rights
against the assets underlying mortgage-backed securities in the case
of default. However, the U.S. Government or its agencies will
guarantee the payment of principal and interest on the mortgage-backed
securities purchased by the series.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series'
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information. The
series' past performance does not necessarily indicate how the series will
perform in the future. The returns shown do not reflect fees and charges
imposed under the Variable Contracts through which an investment is made.
If these fees and charges were included, they would reduce these returns.

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year for the past ten years, assuming the
reinvestment of distributions.

1989 12.83%
1990 8.92%
1991 15.81%
1992 6.81%
1993 8.70%
1994 (2.21)%
1995 17.66%
1996 1.65%
1997 8.72%
1998 8.70%

- ----------
During the period shown in the bar chart the highest quarterly return was
6.78% (for the calendar quarter ended June 30, 1989) and the lowest
quarterly return was (2.60)% (for the calendar quarter ended March 31,
1994).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to a broad measure of market performance and assumes the
reinvestment of distributions.

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
............................................................................
1 Year 5 Years 10 Years

Government Securities Series 8.70% 6.69% 8.61%

Lehman Brothers Government/Mortgage Index+* 8.72% 7.18% 9.13%

- ----------
+ Source: Lipper Analytical Services, Inc.
* The Lehman Brothers Government/Mortgage Index is a broad-based, unmanaged
index of U.S. Treasury, government-agency and mortgage-backed securities.

<PAGE>

11: HIGH YIELD SERIES
............................................................................

o INVESTMENT OBJECTIVE
The series will seek high current income and capital appreciation by
investing primarily in certain low rated or unrated fixed income
securities (possibly with equity features) of U.S. and foreign issuers.
The series' objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 80% of its
total assets in high income fixed income securities. Fixed income
securities offering the high current income sought by the series generally
are lower rated bonds. These bonds, commonly known as junk bonds, are
assigned lower credit ratings by credit rating agencies or are unrated and
considered by MFS to be comparable to lower rated bonds.

While the series focuses its investments on bonds issued by corporations
or similar entities, it may invest in all types of debt securities.
Consistent with the series' principal investment strategies described
above, the series may invest in foreign securities (including emerging
market securities), and may have exposure to foreign currencies through
its investment in these securities.

In selecting fixed income investments for the series, MFS considers the
views of its large group of fixed income portfolio managers and research
analysts. This group periodically assesses the three-month total return
outlook for various segments of the fixed income markets. This three-month
"horizon" outlook is used by the portfolio manager}s{ of MFS' fixed income
oriented funds (including the series) as a tool in making or adjusting a
series' asset allocations to various segments of the fixed income markets.
In assessing the credit quality of fixed income securities, MFS does not
rely solely on the credit ratings assigned by credit rating agencies, but
rather performs its own independent credit analysis.

The series is a non-diversified mutual fund. This means that the series
may invest a relatively high percentage of its assets in a small number of
issuers.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Allocation Risk: The series will allocate its investments among fixed
income markets based upon judgments made by MFS. The series could miss
attractive investment opportunities by underweighting markets where there
are significant returns, and could lose value by overweighting markets
where there are significant declines.

o Junk Bond Risk:

> Higher Credit Risk: Junk bonds are subject to a substantially higher
degree of credit risk than higher rated bonds. During recessions, a high
percentage of issuers of junk bonds may default on payments of principal
and interest. The price of a junk bond may therefore fluctuate
drastically due to bad news about the issuer or the economy in general.

> Higher Liquidity Risk: During recessions and periods of broad market
declines, junk bonds could become less liquid, meaning that they will be
harder to value or sell at a fair price.

> 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.

> 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. By entering into forward foreign
currency exchange contracts, the series may be required to forego the
benefits of advantageous changes in exchange rates and, in the case of
forward contracts entered into for the purpose of increasing return,
the series may sustain losses which will reduce its gross income.
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.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year for the past ten years, assuming the
reinvestment of distributions.

1989 (1.17)%
1990 (14.16)%
1991 47.47%
1992 14.99%
1993 17.68%
1994 (2.16)%
1995 16.93%
1996 12.12%
1997 13.24%
1998 0.58%

- ----------
During the period shown in the bar chart the highest quarterly return was
7.97% (for the calendar quarter ended September 30, 1991) and the lowest
quarterly return was (9.18)% (for the calendar quarter ended September 30,
1990).

PERFORMANCE TABLE

Average Annual Total Returns as of December 31, 1998
............................................................................
1 Year 5 Years 10 Years

High Yield Series 0.58% 7.88% 9.48%

Lehman Brothers High Yield Bond Index+* 1.60% 8.53% 10.52%

Average high yield fund+ (0.44)% 7.37% 9.34%

- ----------
+ Source: Lipper Analytical Services, Inc.
* The Lehman Brothers High Yield Bond Index is a broad-based, unmanaged index of
noninvestment-grade corporate debt.

<PAGE>

12: INTERNATIONAL GROWTH SERIES
..............................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
changed without shareholder approval.

o 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
stock, convertible securities and depositary receipts, of foreign
(including emerging market) issuers. Under normal market conditions, the
series invests in at least three different countries. The series focuses
on companies that MFS believes have above average growth potential. While
the series may invest in companies of any size, the series generally
focuses on companies with larger market capitalizations. The series'
investments may include securities traded in the over-the-counter markets.

Growth companies are companies that 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 and

> substantial barriers to new entry in the industry.

o A strong management team with a clearly defined strategy.

o A catalyst that may accelerate growth.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

> 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.

> 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. By entering into forward foreign
currency exchange contracts, the series may be required to forego the
benefits of advantageous changes in exchange rates and, in the case of
forward contracts entered into for the purpose of increasing return,
the series may sustain losses which will reduce its gross income.
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.

> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.

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 disappointing earnings results.

o Growth Companies Risk: This is the risk that the prices of growth company
securities held by the series will fall to a greater extent than the
overall equity markets (e.g., as represented by the Morgan Stanley Capital
International (MSCI) EAFE (Europe, Australia, Far East Index)) due to
changing economic, political or market conditions or disappointing growth
company earnings results.

o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those associated with transactions in securities traded on
exchanges. OTC-listed companies may have limited product lines, markets or
financial resources. Many OTC stocks trade less frequently and in smaller
volume than exchange-listed stocks. The values of these stocks may be more
volatile than exchange-listed stocks, and the series may experience
difficulty in purchasing or selling these securities at a fair price.

o As with any mutual fund, you could lose money on your investment in the
series.

An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

o BAR CHART AND PERFORMANCE TABLE

BAR CHART

The bar chart shows changes in the annual total returns of the series
shares for each calendar year since they were first offered, assuming the
reinvestment of distributions.

1997 (1.64)%
1998 1.94%

----------
During the period shown in the bar chart the highest quarterly return was
13.65% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (17.27)% (for the calendar quarter ended September 30,
1998).

PERFORMANCE TABLE

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
............................................................................
1 Year Life

International Growth Series 1.94% (0.56)%*

MSCI EAFE Index+** 20.33% 9.26%

Lipper International Funds Index++*** 12.66% 10.11%

- ----------
* For the period from the series' commencement of investment operations on
June 3, 1996, through December 31, 1998.
+ Source: CDA/Wiesenberger, Inc. "Life" refers to the period from July 1, 1996
through December 31, 1998.
++ Source: Lipper Analytical Services, Inc. "Life" refers to the period from
July 1, 1996 through December 31, 1998.
** The Morgan Stanley Capital International (MSCI) EAFE (Europe, Australia, Far
East) Index is a broad-based, unmanaged, market-capitalization-weighted,
total return index which measures the performance of the same
developed-country global stock markets included in the MSCI World Index, but
excluding the United States, Canada, and the South African mining component.
*** The Lipper Mutual Fund Indices are broad-based, unmanaged,
net-asset-value-weighted indices of the largest qualifying mutual funds
within their respective investment objectives, adjusted for the reinvestment
of capital gain distributions and income dividends.

<PAGE>

13: INTERNATIONAL GROWTH AND INCOME SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation and current income. The series'
objectives may be changed without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 65% of its
total assets in equity securities of foreign companies with market
capitalizations of at least $5 billion. Equity securities include common
stocks and related securities, such as preferred stock, convertible
securities and depositary receipts. Under normal market conditions, the
series invests in at least three different countries. The series focuses
on foreign companies that MFS believes have sustainable growth prospects
and attractive valuations based on current and expected earnings or cash
flow.