MFS SUN LIFE SERIES TRUST, 485APOS, 1999-02-22

MFS SUN LIFE SERIES TRUST
485APOS, 1999-02-22

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<PAGE>

As filed with the Securities and Exchange Commission on February 22, 1999
1933 Act File No. 2-83616
1940 Act File No. 811-3732

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 23

AND

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 27

MFS/SUN LIFE SERIES TRUST
(Exact Name of Registrant as Specified in Charter)

500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (617) 954-5000
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

It is proposed that this filing will become effective (check appropriate box)

|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|X| on April 23, 1998 pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

================================================================================
<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 trust):

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. CONSERVATIVE GROWTH 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.
5. EMERGING GROWTH SERIES will seek long-term growth of capital.
6. EQUITY INCOME SERIES will primarily seek reasonable income by investing
mainly in income producing securities; its secondary objective is to seek
capital appreciation.
7. 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).
8. 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).
9. 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.
10. 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.
11. GOVERNMENT SECURITIES SERIES will seek current income and preservation of
capital by investing in U.S. Government and U.S. Government-related
securities.
12. 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.

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>

13. INTERNATIONAL GROWTH SERIES will seek capital appreciation.
14. INTERNATIONAL GROWTH AND INCOME SERIES will seek capital appreciation and
current income.
15. MANAGED SECTORS SERIES will seek capital appreciation by varying the
weighting of its portfolio among 13 industry sectors.
16. MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
growth of capital and future income rather than current income.
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.
<PAGE>

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

Page
----

I Risk Return Summary ............................................. 1

1. Bond Series ................................................. 1
2. Capital Appreciation Series ................................. 5
3. Capital Opportunities Series ................................ 9
4. Conservative Growth Series .................................. 13
5. Emerging Growth Series ...................................... 16
6. Equity Income Series ........................................ 19
7. Global Asset Allocation Series .............................. 21
8. Global Government Series .................................... 27
9. Global Growth Series ........................................ 33
10. Global Total Return Series .................................. 38
11. Government Securities Series ................................ 44
12. High Yield Series ........................................... 48
13. International Growth Series ................................. 52
14. International Growth and Income Series ...................... 56
15. Managed Sectors Series ...................................... 59
16. Massachusetts Investors Growth Stock Series ................. 63
17. MFS/Foreign & Colonial Emerging Markets Equity Series ....... 65
18. Money Market Series ......................................... 69
19. New Discovery Series ........................................ 72
20. Research Series ............................................. 74
21. Research Growth and Income Series ........................... 77
22. Research International Series ............................... 80
23. Strategic Income Series ..................................... 83
24. Total Return Series ......................................... 89
25. Utilities Series ............................................ 94
26. Zero Coupon Series, Portfolio 2000 .......................... 101

II Expense Summary ................................................. 104

III Certain Investment Strategies ................................... 109

IV Management of the Series ........................................ 110

V Description of Shares ........................................... 117

VI Other Information ............................................... 117

VII Financial Highlights ............................................ 121

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

----------------------
I RISK RETURN SUMMARY
----------------------

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 modified 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), and

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, and

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. 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 BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below 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 modified 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.

The series may invest in foreign securities and may have exposure to
foreign currencies through its investment in these securities, its direct
holdings of foreign currencies or through its use of foreign currency
exchange contracts for the purchase or sale of a fixed quantity of foreign
currency at a future date.

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 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 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.

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 various 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%

[Indices to be Provided]
<PAGE>

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

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
modified 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.

The series may invest in foreign securities (including emerging market
securities), and may have exposure to foreign currencies through its
investment in these securities, its direct holdings of foreign currencies
or through its use of foreign currency exchange contracts for the purchase
or sale of a fixed quantity of a foreign currency at a future date.

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 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 ......................... 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,
1990).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to various market indicators 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%

[Indices to be Provided]

----------
* For the period from the commencement of the series' investment operations
on June 3, 1996, through December 31, 1998.
<PAGE>

4: CONSERVATIVE GROWTH SERIES
..............................................................................

o INVESTMENT OBJECTIVE

The 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. The series' objective may be modified
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. Equity securities may be listed on a securities exchange or
traded in the over-the-counter markets. While the fund may invest in
companies of any size, the fund generally focuses on companies with larger
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 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 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 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.

1989 ......................... 35.97%
1990 ......................... (3.48)%
1991 ......................... 36.74%
1992 ......................... 5.71%
1993 ......................... 8.43%
1994 ......................... (1.10)%
1995 ......................... 37.41%
1996 ......................... 25.41%
1997 ......................... 31.94%
1998 ......................... 23.85%

During the period shown in the bar chart the highest quarterly return was
19.16% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (12.57)% 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 various market indicators and assumes the reinvestment of
distributions.

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

Conservative Growth Series 23.85% 22.73% 19.07%

[Indices to be Provided]
<PAGE>

5: EMERGING GROWTH SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek long term growth of capital. The series' objective
may be modified 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 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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Emerging Growth Series 33.88% 27.31%

[indices to be Provided]

----------
* For the period from the commencement of the series' investment operations
on May 1, 1995, through December 31, 1998.
<PAGE>

6: 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 modified 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 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 funds,
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 objectives, that are
not described here.

The principal risks of investing in the series are:

o Market Risk: This is the risk that the price of a security held by the
series will fall due to changing economic, political or market conditions
or disappointing earnings results.

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.

|> 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 BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are not included because the
series did not have a full calendar year of operations on December 31,
1998.
<PAGE>

7: 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 modified without shareholder approval.

Prior to May 1, 1999, ths 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, and

|> 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, and

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.

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. Fixed income investments within the asset
classes are selected based upon fundamental analysis performed by the
series' portfolio manager and MFS' large group of fixed income research
analysts. 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. The
series may have exposure to foreign currencies through its investment in
foreign securities, its direct holdings of foreign currencies and through
its use of foreign currency exchange contracts for the purchase or sale of
a fixed quantity of a foreign currency at a future date.

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, and

o swaps, caps, collars and floors.

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 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 period
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 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).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Global Asset Allocation Series 6.60% 13.28%

[Indices to be Provided]

----------
* For the period from the commencement of the series' investment operations
on November 7, 1994, through December 31, 1998.
<PAGE>

8: 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 modified 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, or

|> 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.

The series may have exposure to foreign currencies through its
investments in foreign securities, its direct holdings of foreign
currencies, or through its use of foreign currency exchange and similar
contracts for the purchase or sale of a fixed quantity of a foreign
currency at a future date.

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, and

o swaps, caps, collars and floors.

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.

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. 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 Concentration 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 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.

1989 ......................... 9.87%
1990 ......................... 13.37%
1991 ......................... 14.38%
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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Global Governments Series 15.46% 5.80% 8.52%

[Indices to be Provided]
<PAGE>

9: 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 modified
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, and

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.

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 may have exposure to foreign currencies through its
investment in foreign securities, its direct holdings of foreign
currencies or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of a foreign currency at a future
date. The series' investments may include securities traded in the over-
the-counter 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 Concentration: 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 concentrates 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 concentrates its
investments in certain countries, especially emerging market countries.

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.

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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Global Growth Series 14.61% 12.26% 13.32%

[Indices to be Provided]

----------
* For the period from the series, commencement of investment operations on
, through December 31, 1998.
<PAGE>

10: 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 modified 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, and

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.

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, and

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

The series may have exposure to foreign currencies through its
investments in foreign securities, its direct holdings of foreign
currencies, or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of a foreign currency at a future
date.

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, and

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.

OTHER CONSIDERATIONS. 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 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:

> When interest rates fall, homeowners are more likely to prepay
their mortgage loans. An increased rate of prepayments on the
fund's mortgage-backed securities will result in an unforeseen
loss of interest income to the series. 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.

+ 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 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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Global Total Return Series 18.37% 15.53%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
November 7, 1994, through December 31, 1998.
<PAGE>

11: 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 modified 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;
and

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 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 funds,
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 Mortgage-Backed Securities and Collateralized Mortgage Obligations:

|> Maturity Risk:

> 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. 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. 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 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.

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
6.16% (for the calendar quarter ended June 30, 1995) 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 various market indicators 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%

[Indices to be Provided]
<PAGE>

12: 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 modified without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 80% of its
total assets in high yield 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. The
series may invest in foreign securities (including emerging markets
securities), and may have exposure to foreign currencies through its
investment in these securities, its direct holdings of foreign currencies
or through its use of foreign currency exchange contracts for the purchase
or sale of a fixed quantity of foreign currency at a future date.

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 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 funds,
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 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.

|> 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 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.

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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

High Yield Series 0.58% 7.88% 9.48%

[Indices to be Provided]
<PAGE>

13: INTERNATIONAL GROWTH SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
modified 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. 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; and

o a catalyst that may accelerate growth.

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 funds,
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:

|> 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.

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 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

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

International Growth Series 1.94% (0.56)%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
June 3, 1996, through December 31, 1998.
<PAGE>

14: INTERNATIONAL GROWTH AND INCOME SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation and current income. The series'
objectives may be modified 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. 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.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

|> 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 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 ......................... 4.84%
1997 ......................... 6.53%
1998 ......................... 21.68%

During the period shown in the bar chart the highest quarterly return was
16.56% (for the calendar quarter ended March 31, 1998) and the lowest
quarterly return was (11.87)% 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 various market indicators and assumes the reinvestment of
distributions.

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

International Growth and Income Series 21.68% 10.35%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
October 2, 1995, through December 31, 1998.
<PAGE>

15: MANAGED SECTORS SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation by varying the weighting of its
portfolio among 13 industry sectors. The series' objective may be modified
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 companies in 13
equity sectors. The 13 sectors from among which the series chooses its
investments are: autos and housing; basic materials and consumer staples;
defense and aerospace; energy; financial services; health care; industrial
goods and services; leisure; retailing; technology; transportation;
utilities; and foreign securities. The series generally focuses on four or
five sectors at any one time, and may invest a maximum of 50% of its net
assets in any one sector. The series adds or eliminates a sector from its
portfolio based on considerations of the sector's economic cycle and
sensitivity to interest rates. The series's investments may include
securities traded in the over-the-counter 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 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 Allocation Risk: The series will allocate its investments among various
equity sectors, based upon judgments made by MFS. The series could miss
attractive investment opportunities by underweighting sectors where there
are significant returns, and could lose value by overweighting sectors
where there are significant declines.

o Concentration Risk: Because the series may invest to a significant degree
in securities of companies in a limited number of sectors, the series'
performance is particularly sensitive to changes in the value of
securities in these sectors. A decline in the value of these types of
securities may result in a decline in the series' net asset value and your
investment.

|> 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.

|> 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 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.

1989 ......................... 45.30%
1990 ......................... (10.50)%
1991 ......................... 62.15%
1992 ......................... 6.48%
1993 ......................... 4.08%
1994 ......................... (1.94)%
1995 ......................... 32.29%
1996 ......................... 17.58%
1997 ......................... 25.63%
1998 ......................... 12.25%

During the period shown in the bar chart the highest quarterly return was
23.59% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (20.15)% 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 various market indicators and assumes the reinvestment of
distributions.

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

Managed Sectors Series 12.25% 16.56% 17.53%

[Indices to be Provided]
<PAGE>

16: MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek to provide long-term growth of capital and future
income rather than current income. The series' objective may be modified
without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

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

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

o a strong industry position, where there is

|> potential for high profit margins

|> substantial barriers to new entry in the industry

o a strong management with a clearly defined strategy

o new products or services

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.

|> 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 BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are not included because the
series did not have a full calendar year of operations on December 31,
1998.
<PAGE>

17: MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
modified 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 emerging market
issuers. Emerging market issuers are 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. These countries include those located in
Latin America, Asia, Africa, the Middle East and the developing counties
of Europe, primarily Eastern Europe. While the series may invest up to 50%
of its assets in issuers located in a single country, the series generally
expects to have no more than 25% of its assets invested in issuers located
in any one country. The series' investments may include securities traded
in the over-the-counter markets.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

|> 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 markets 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 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 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 ......................... 10.46%
1998 ......................... (29.98)%

During the period shown in the bar chart the highest quarterly return was
11.49% (for the calendar quarter ended June 30, 1997) and the lowest
quarterly return was (22.68)% 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 various market indicators and assumes the reinvestment of
distributions.

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

MFS/Foreign & Colonial Emerging Markets
Equity Series (29.98)% (9.50)%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
June 5, 1996, through December 31, 1998.
<PAGE>

18: MONEY MARKET SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek maximum current income to the extent consistent with
stability of principal by investing exclusively in money market
instruments (identified below) maturing in less than 13 months. The
series' objective may not be modified without shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series is a money market fund, meaning it tries to maintain a share
price of $1.00 while paying income to its shareholders. The series will
invest exclusively in the following types of U.S. dollar denominated money
market instruments:

o Obligations of, or guaranteed by, the U.S. Government, its agencies or
instrumentalities;

o Certificates of deposit issued by domestic or foreign branches of any U.S.
or Canadian-chartered bank which has total assets in excess of $1 billion,
and bankers' acceptances issued by domestic branches of any such bank;

o Commercial paper which at the date of investment is rated A-1 by Standard
& Poor's or P-1 by Moody's; and

o Repurchase agreements collateralized by U.S. Government securities.

The average maturity of the investments in the series may not exceed 90
days. The series will invest only in corporate obligations which have a
maturity when purchased of less than 13 months.

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. Please note that there are many circumstances
which could prevent the series from achieving its objective that are not
described here.

o Money Market Instruments Risk: Money market instruments provide
opportunities for income with low credit risk, but may result in a lower
yield than would be available from debt obligations of a lower quality or
longer term. Although the series seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing
in the series.

o Foreign Markets Risk: Although the series' investments in foreign issuers
involve relatively low credit risk, an investment in the series may
involve a greater degree of risk than an investment in a fund that invests
only in debt obligations of U.S. domestic issuers. 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 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.

1989 ......................... 8.91%
1990 ......................... 7.81%
1991 ......................... 5.79%
1992 ......................... 3.30%
1993 ......................... 2.62%
1994 ......................... 3.69%
1995 ......................... 5.44%
1996 ......................... 4.95%
1997 ......................... 5.06%
1998 ......................... 5.02%

During the period shown in the bar chart the highest quarterly return was
2.01% (for the calendar quarter ended December 31, 1989) and the lowest
quarterly return was 0.64% for the calendar quarters ended June 30 and
September 30, 1993).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Money Market Series 5.02% 4.82% 5.24%

[Indices to be Provided]
<PAGE>

19: NEW DISCOVERY SERIES
.........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
modified 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 emerging growth companies. Equity
securities include common stocks and related securities, such as preferred
stocks, convertible securities and depositary receipts for those
securities. Emerging growth companies are companies which MFS believes
offer superior prospects for growth and are either:

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

While emerging growth companies may be of any size, the series will
generally focus on smaller cap emerging growth companies that are early in
their life cycle. 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 in
emerging growth companies 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 Companies Risk: 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 Small Cap Companies Risk: Investments in small cap companies tend to
involve more risk and be more volatile than investments in larger
companies. Small cap companies may be more susceptible to market declines
because of their limited product lines, financial and management
resources, markets and distribution channels. Their shares may be more
difficult to sell at satisfactory prices during market declines.

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 BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are not included because the
series did not have a full calendar year of operations on December
31,1998.
<PAGE>

20: RESEARCH SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek to provide long-term growth of capital and future
income. The series' objective may be modified without shareholder
approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 80% of its
total assets in common stocks and related securities, such as preferred
stocks, convertible securities and depositary receipts. The series focuses
on companies that MFS believes have favorable prospects for long-term
growth, attractive valuations based on current and expected earnings or
cash flow, dominant or growing market share and superior management. The
series may invest in companies of any size. The series' investments may
include securities traded on securities exchanges or in the over-the-
counter markets.

A committee of investment research analysts selects portfolio securities
for the series. This committee includes investment analysts employed not
only by MFS, but also by MFS International (U.K.) Limited, a wholly owned
subsidiary of MFS. The committee allocates the series' assets among
various industries. Individual analysts then select what they view as the
securities best suited to achieve the series' investment objective within
their assigned industry responsibility.

The series may invest in foreign equity securities, and may have
exposure to foreign currencies through its investment in these securities,
its direct holdings of foreign currencies or through its use of foreign
currency exchange contracts for the purchase or sale of a fixed quantity
of foreign currency at a future date.

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 Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those incurred by 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.

|> 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 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 ......................... 37.50%
1996 ......................... 23.76%
1997 ......................... 20.86%
1998 ......................... 23.61%

During the period shown in the bar chart the highest quarterly return was
22.06% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (14.62)% 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 various market indicators and assumes the reinvestment of
distributions.

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

Research Series 23.61% 24.86%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
November 7, 1994, through December 31, 1998.
<PAGE>

21: RESEARCH GROWTH AND INCOME SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek to provide long-term growth of capital, current
income and growth of income. The series' objective may be modified 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 dividend paying
companies with market capitalizations of at least $2 billion and which are
believed by MFS to have sustainable growth prospects and attractive
valuations based on current and expected earnings or cash flow. The series
generally focuses on larger capitalization companies with market
capitalizations well in excess of $2 billion. Securities purchased by the
series may be 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.

|> 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 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.

1998 ......................... 21.13%

During the period shown in the bar chart the highest quarterly return was
18.92% (for the calendar quarter ended December 31, 1998) and the lowest
quarterly return was (18.55)% 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 various market indicators and assumes the reinvestment of
distributions.

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

Research Growth and Income Series 22.13% 19.92%

[Indices to be Provided]

----------
* For the period from the series' commencement of investment operations on
May 13, 1997, through December 31, 1998.
<PAGE>

22: RESEARCH INTERNATIONAL SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The series will seek capital appreciation. The series' objective may be
modified 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 foreign
companies. The series focuses on foreign companies that MFS believes have
favorable growth prospects and attractive valuations based on current and
expected earnings or cash flow. The series does not emphasize any
particular country and, under normal market conditions, will be invested
in at least five countries. Equity securities purchased by the series may
be listed on a securities exchange or traded in the over-the-counter
markets.

A committee of investment research analysts selects portfolio securities
for the series. This committee includes investment analysts employed not
only by MFS, but also by MFS International (U.K.) Limited, a wholly owned
subsidiary of MFS. The committee allocates the series' assets among
various geographic regions and industries. Individual analysts then select
what they view as the securities best suited to achieve the series'
investment objective within their assigned industry responsibility.

The series may invest in foreign securities (including emerging markets
securities), and may have exposure to foreign currencies through its
investment in these securities, its direct holdings of foreign currencies
or through its use of foreign currency exchange contracts for the purchase
or sale of a fixed quantity of foreign currency at a future date.

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.

|> 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.

o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those incurred by 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 BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are not included because the
series did not have a full calendar year of operations on December 31,
1998.
<PAGE>

23: STRATEGIC INCOME SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The 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. The series' objectives may be modified without shareholder
approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 65% of its
total assets in fixed income securities. These securities include:

o Foreign government securities, which are bonds or other debt obligations
issued by foreign governments, including emerging market governments.
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, or

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

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.

o Corporate bonds, which are bonds or other debt obligations issued by
domestic or foreign (including emerging markets) corporations or other
similar entities. The series may invest in:

|> investment grade bonds, which are bonds assigned higher credit ratings
by credit rating agencies or which are unrated and considered by MFS
to be comparable to higher rated bonds,

|> 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,
and

|> crossover bonds, which are junk bonds that MFS expects will appreciate
in value due to an anticipated upgrade in the issuer's credit rating
(thereby crossing over into investment grade bonds).

The series allocates its investments across these categories of fixed
income securities with a view toward broad diversification across these
categories and also within these categories. 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 may have exposure to foreign currencies through its
investments in foreign securities, its direct holdings of foreign
currencies, or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of a foreign currency at a future
date.

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, and

o swaps, caps, collars and floors.

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 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, and could lose value by
overweighting markets where there are significant declines.

o Junk Bond Risk:

|> Higher Credit Risk: Junk bonds (including crossover 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.

o Mortgage and Asset-Backed Securities:

|> Maturity Risk:

> 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. 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.

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

|> 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.

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table below are not included because the
series did not have a full calendar year of performance on December 31,
1998.
<PAGE>

24: TOTAL RETURN SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The 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. The series' objectives may be modified without shareholder
approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series is a "balanced fund," and invests in a combination of 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 common stocks
and related securities (referred to as equity securities), such as
preferred stocks; bonds, warrants or rights convertible into stock; and
depositary receipts for those securities, and

o at least 25% of its net assets in non- convertible 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's interpretation of economic and money market conditions, fiscal and
monetary policy and underlying security values.

EQUITY INVESTMENTS. While the series may invest in all types of equity
securities, MFS generally seeks to purchase for the series equity
securities, such as common stocks, preferred stocks, convertible
securities and depositary receipts, of companies that MFS believes are
undervalued in the market relative to their long-term potential. The
equity securities of these companies may be undervalued because:

o they are viewed by MFS as being temporarily out of favor in the market due
to

|> a decline in the market,

|> poor economic conditions,

|> developments that have affected or may affect the issuer of the
securities or the issuer's industry, or

o the market has overlooked them.

Undervalued equity securities generally have low price-to-book, price-
to-sales and/or price-to-earnings ratios. The series focuses on
undervalued equity securities issued by companies with relatively large
market capitalizations (i.e., market capitalizations of $5 billion or
more).

As noted above, the series' investments in equity securities include
convertible securities. A convertible security is a security that may be
converted within a specified period of time into a certain amount of
common stock of the same or a different issuer. A convertible security
generally provides:

o a fixed income stream, and

o the opportunity, through its conversion feature, to participate in an
increase in the market price of the underlying common stock.

MFS uses a bottom-up, as opposed to a top-down, investment style in
managing the equity-oriented funds (including 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 corporate bonds, which are bonds or other debt obligations issued by
corporations or other similar entities.

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 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.

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, 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 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 Undervalued Securities 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. MFS will invest in securities that are
undervalued based on its belief that the market value of these securities
will rise due to anticipated events and investor perceptions. If these
events do not occur or are delayed, or if investor perceptions about the
securities do not improve, the market price of these securities may not
rise or may fall.

o Convertible Securities Risk: Convertible securities, like fixed income
securities, tend to increase in value when interest rates decline and
decrease in value when interest rates rise. The market value of a
convertible security also tends to increase as the market value of the
underlying stock rises and decrease as the market value of the underlying
stock declines.

o Mortgage and Asset-Backed Securities:

|> Maturity Risk:

> 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. Because prepayments
increase when interest rates fall, the prices 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.

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

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.

1989 ......................... 17.49%
1990 ......................... 2.69%
1991 ......................... 21.60%
1992 ......................... 8.57%
1993 ......................... 13.37%
1994 ......................... (2.22)%
1995 ......................... 26.71%
1996 ......................... 14.10%
1997 ......................... 21.98%
1998 ......................... 11.71%

During the period shown in the bar chart the highest quarterly return was
10.21% (for the calendar quarter ended June 30, 1997) and the lowest
quarterly return was (4.78)% 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 various market indicators and assumes the reinvestment of
distributions.

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

Total Return Series 11.71% 14.01% 13.28%

[Indices to be Provided]
<PAGE>

25: UTILITIES SERIES
..........................................................................

o INVESTMENT OBJECTIVE

The 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. The series' objective may be modified without
shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests, under normal market conditions, at least 65% of its
total assets in equity and debt securities of domestic and foreign
companies in the utilities industry. MFS considers a company to be in the
utilities industry if, at the time of investment, MFS determines that a
substantial portion of the company's assets or revenues are derived from
one or more utilities. Securities in which the series invests are not
selected based upon what sector of the utilities industry a company is in
(i.e., electric, gas, telecommunications) or upon a company's geographic
region. Companies in the utilities industry include:

o companies engaged in the manufacture, production, generation,
transmission, sale or distribution of electric, gas or other types of
energy, water or other sanitary services; and

o companies engaged in telecommunications, including telephone, cellular
telephone, telegraph, satellite, microwave, cable television and other
communications media (but not companies engaged in public broadcasting).

EQUITY INVESTMENTS. MFS uses a bottom-up, as opposed to a top-down,
investment style in managing the equity-oriented funds (including 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. In
performing this analysis and selecting securities for the series, MFS
places particular emphasis on each of the following factors:

o the current regulatory environment;

o the strength of the company's management team; and

o the company's growth prospects and valuation relative to its long-term
potential.

Equity securities purchased by the series consist of common stocks,
preferred stocks, convertible securities and depositary receipts. Equity
securities may be listed on a securities exchange or traded in the over-
the-counter markets.

o a fixed income stream, and

o the opportunity, through its conversion feature, to participate in an
increase in the market price of the underlying common stock.

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

o corporate bonds, which are bonds or other debt obligations issued by
corporations or similar entities, including 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 in quality to lower rated bonds.

o mortgage-backed securities and asset- backed securities, which are
securities that 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 invested in a pool that included 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 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.

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

o equity securities of foreign companies in the utilities industry,

o fixed income securities of foreign companies in the utilities industry,
and

o fixed income securities issued by foreign governments.

The series may have exposure to foreign currencies through its
investments in foreign securities, its direct holdings of foreign
currencies, or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of a foreign currency at a future
date.

OTHER CONSIDERATIONS. The series is a non-diversified mutual series. This
means that the series may invest a relatively high percentage of its
assets in one or a few issuers.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Concentration: The series' investment performance will be closely tied to
the performance of utility companies. Many utility companies, especially
electric and gas and other energy related utility companies, are subject
to various uncertainties, including:

|> risks of increases in fuel and other operating costs;

|> restrictions on operations and increased costs and delays as a result
of environmental and nuclear safety regulations;

|> coping with the general effects of energy conservation;

|> technological innovations which may render existing plants, equipment
or products obsolete;

|> the potential impact of natural or man- made disasters;

|> difficulty obtaining adequate returns on invested capital, even if
frequent rate increases are approved by public service commissions;

|> the high cost of obtaining financing during periods of inflation;

|> difficulties of the capital markets in absorbing utility debt and
equity securities; and

|> increased competition.

Furthermore, there are uncertainties resulting from certain
telecommunications companies' diversification into new domestic and
international businesses, as well as agreements by many such companies
linking future rate increases to inflation or other factors not directly
related to the active operating profits of the enterprise. Because utility
companies are faced with the same obstacles, issues and regulatory
burdens, their securities may react similarly to and more in unison with
these or other market conditions. These price movements may have a larger
impact on the series than on a series with a more broadly diversified
portfolio.

o Regulation: The value of utility company securities may decline because
governmental regulation controlling the utilities industry can change.
This regulation may prevent or delay the utility company from passing
along cost increases to its customers. Furthermore, regulatory authorities
may not grant future rate increases. Any increases granted may not be
adequate to permit the payment of dividends on common stocks.

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 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 Mortgage-Backed and Asset-Backed Securities Risk:

|> Maturity Risk:

> 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. 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.

+ 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.

|> 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 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.

1994 ......................... (4.96)%
1995 ......................... 32.36%
1996 ......................... 20.37%
1997 ......................... 32.71%
1998 ......................... 17.54%

During the period shown in the bar chart the highest quarterly return was
12.37% (for the calendar quarter ended December 31, 1996) and the lowest
quarterly return was (4.19)% for the calendar quarters ended March 30,
1994 and September 30, 1998).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Utilities Series 17.54% 18.76% 18.32%

[Indices to be Provided]

----------
* For the period from the sereies' commencement of investment operations on
, through December 31, 1998.
<PAGE>

26: ZERO COUPON SERIES, PORTFOLIO 2000
..........................................................................

o INVESTMENT OBJECTIVE

The series 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 (referred to as zero coupon
obligations). The series' investment objective may not be modified without
shareholder approval.

o PRINCIPAL INVESTMENT STRATEGIES

The series invests at least 90% of its total assets in U.S. Treasury zero
coupon obligations. The series will liquidate its assets on November 15,
2000 (referred to as the liquidation date), and is only available for
investment by holders of variable life insurance contracts issued by Sun
Life Assurance Company of Canada (U.S.). On the liquidation date, all of
the securities held by the series will be sold and all outstanding shares
of the series will be redeemed. The redemption proceeds will, except as
otherwise directed by variable life contract owners, be used to purchase
shares of the Money Market Series.

Zero coupon obligations do not pay any current interest. Instead, zero
coupon obligations are issued at a significant discount from the value the
series expects to receive upon maturity. All zero coupon obligations
purchased by the series will mature within one year of the liquidation
date. The series may invest in interest-bearing debt obligations in order
to make effective use of cash reserves pending investment in zero coupon
obligations, pending liquidation and to permit the payment of current
operating expenses of the series.

o PRINCIPAL RISKS OF AN INVESTMENT

Your investment in the series is subject to certain risks:

o Interest Rate Risk: When interest rates rise, the prices of fixed income
securities in the series' portfolio will generally fall. Conversely, when
interest rates fall, the prices of fixed income securities in the series'
portfolio will generally rise. The value of the zero coupon obligations
acquired by the series, and therefore the value of shares of the series,
may be subject to greater fluctuations in response to changing market
interest rates than the value of debt obligations that pay interest
currently.

o Early Redemption Risk: Zero coupon obligations, if held to maturity,
provide a predictable yield. However, in light of the fluctuation in the
market value of zero coupon obligations that occurs with changes in market
interest rates, investors who desire to attain the growth rate anticipated
at the time of investment must retain their shares until the liquidation
date. Any investor who redeems his or her investment in the series prior
to the liquidation date is likely to achieve a different investment return
than the return that was anticipated on the date the investment was made,
and may even suffer a loss.

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.

1989 ......................... 20.98%
1990 ......................... 5.92%
1991 ......................... 20.54%
1992 ......................... 8.18%
1993 ......................... 15.03%
1994 ......................... (6.99)%
1995 ......................... 19.88%
1996 ......................... 1.91%
1997 ......................... 6.98%
1998 ......................... 7.28%

During the period shown in the bar chart the highest quarterly return was
% (for the calendar quarter ended ) and the lowest quarterly
return was % for the calendar quarter ended ).

PERFORMANCE TABLE

This table shows how the average annual total returns of the series shares
compares to various market indicators and assumes the reinvestment of
distributions.

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

Zero Coupon Series 7.28% 5.45% 9.62%

[Indices to be Provided]
<PAGE>

- -------------------
II 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.

ANNUAL OPERATING EXPENSES (expenses that are distributed from a series'
assets):
..........................................................................

<TABLE>
<CAPTION>
CAPITAL CAPITAL CONSERVATIVE
BOND APPRECIATION OPPORTUNITIES GROWTH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ................................................. 0.60% 0.73% 0.75% 0.55%
Other Expenses(1) .............................................. 0.47% 0.04% 0.11% 0.04%
------ ------ ------ ------

Total Annual Series Operating Expenses ......................... 1.07% 0.77% 0.86% 0.59%
Fee Waiver and/or Expense Reimbursement(2) ................. (0.04)% N/A N/A N/A
------ ------ ------ ------
Net Expenses ............................................... 1.03%
------ ------ ------ ------

<CAPTION>
GLOBAL
EMERGING EQUITY ASSET GLOBAL
GROWTH INCOME ALLOCATION GOVERNMENTS
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ................................................. 0.72% 0.75% 0.75% 0.75%
Other Expenses(1) .............................................. 0.06% 0.76% 0.15% 0.13%
------ ------ ------ ------

Total Annual Series Operating Expenses ......................... 0.78% 1.51% 0.90% 0.88%
Fee Waiver and/or Expense Reimbursement(2) ................. N/A (0.48)% N/A N/A
------ ------ ------ ------
Net Expenses ............................................... 1.03%
------ ------ ------ ------

<CAPTION>
GLOBAL
GLOBAL TOTAL GOVERNMENT HIGH
GROWTH RETURN SECURITIES YIELD
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ................................................. 0.90% 0.75% 0.55% 0.75%
Other Expenses(1) .............................................. 0.11% 0.18% 0.07% 0.07%
------ ------ ------ ------

Total Annual Series Operating Expenses ......................... 1.01% 0.93% 0.62% 0.82%

<CAPTION>
INTERNATIONAL MASSACHUSETTS
GROWTH INVESTORS
INTERNATIONAL AND MANAGED GROWTH
GROWTH INCOME SECTORS STOCK
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Management Fee ................................................. 0.975% 0.975% 0.74% 0.75%
Other Expenses(1) .............................................. 0.345% 0.185% 0.06% 0.22%
------ ------ ------ ------

Total Annual Series Operating Expenses ......................... 1.32% 1.16% 0.80% 0.97%

<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 ......................... 1.50% 0.56% 1.60% 0.76%
Fee Waiver and/or Expense Reimbursement(2) ................. N/A N/A (0.35)% N/A
------ ------ ------ ------
Net Expenses ............................................... 1.25%

<CAPTION>
RESEARCH
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 ......................... 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 ............................................... 1.55% 1.29%
</TABLE>

ZERO
COUPON
SERIES,
UTILITIES PORTFOLIO
SERIES 2000
----- -----
Management Fee .................. 0.75% 0.25%
Other Expenses(1) ............... 0.11% 0.67%
----- -----

Total Annual Series Operating
Expenses ...................... 0.86% 0.92%
Fee Waiver and/or Expense (0.39)%
Reimbursement(2) .......... N/A
----- -----
Net Expenses ................ 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 under "Other Expenses."
(2)
MFS has 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 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 arrangements will remain in effect until at least May 1, 2000,
absent an earlier modification approved by the board of trustees which
oversees the series. In the case of the

<PAGE>

-------------------
EXAMPLE OF EXPENSES
-------------------

These examples are intended to help you compare the cost of investing in
the 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:

<PAGE>

PERIOD
----------------------------------------
SERIES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------

Bond Series $105 $328 $569 $1,259
Capital Appreciation Series 79 246 428 954

Capital Opportunities Series 88 274 477 1,061
Conservative Growth Series 60 189 329 738

Emerging Growth Series 80 249 433 966
Equity Income Series 105 328 569 1,259

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 99 309 586 1,190

MFS/Foreign & Colonial Emerging
Markets Equity Series 162 502 866 1,889
Money Market Series 57 179 313 701

New Discovery Series 127 397 686 1,511
Research Series 78 243 422 942

Research Growth and Income Series 97 303 525 1,166
Research International Series 158 490 845 1,845

Strategic Income Series 131 409 708 1,556
Total Return Series 72 224 390 871

Utilities Series 88 274 477 1,061
Zero Coupon Series, Portfolio 2000 54 170 296 665

<PAGE>

----------------------------------
III CERTAIN INVESTMENT STRATEGIES
----------------------------------

Each series may depart from its principal investment strategies by
temporarily investing for defensive purposes when adverse market, economic
or political conditions exist. While a series invests defensively, it may
not be able to pursue its investment objective.

Each series, except for the Money Market Series and the Zero Coupon Series,
may engage in active and frequent trading to achieve its principal
investment strategies. This may result in the realization and distribution
to shareholders of higher capital gains, which could increase your tax
liability. Frequent trading also increases transaction costs, which could
detract from the series' performance.

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

<PAGE>

----------------------------
IV MANAGEMENT OF THE SERIES
----------------------------

o INVESTMENT ADVISER

Massachusetts Financial Services Company (referred to as MFS or the adviser)
is the series' investment adviser. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund,
Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $ billion on behalf of approximately million
investor accounts as of March 31, 1998. As of such date, the MFS
organization managed approximately $ billion of net assets in equity funds
and equity portfolios and $ billion of net assets in fixed income funds and
fixed income portfolios. Approximately $ billion of the assets managed by
MFS are invested in securities of foreign issuers and foreign denominated
securities of U.S. issuers. MFS is located at 500 Boylston Street, Boston,
Massachusetts 02116.

MFS provides overall investment advisory services and facilities to the
series, for which the series pays MFS an annual management fee. For series
which have a full fiscal year of investment operations, the effective rate
of the management fee paid by the series to MFS is reflected in the "Expense
Table." For the remaining series, the management fee paid by the series to
MFS is noted below:

MANAGEMENT FEE AS A % OF
SERIES AVERAGE DAILY NET ASSETS ("ADNA")
------ ---------------------------------
Bond ................................................. 0.60%
Equity Income ........................................ 0.75%
Massachusetts Investors Growth Stock ................. 0.75%
New Discovery ........................................ 0.90%
Research International ............................... 1.00%
Strategic Income ..................................... 0.75%

o SUB-INVESTMENT ADVISERS

The Adviser has engaged two sub-advisers for each of the MFS/Foreign &
Colonial Emerging Markets Equity Series and the Global Growth Series:
Foreign & Colonial Management Limited ("FCM") and Foreign & Colonial
Emerging Markets Limited ("FCEM"). The sub-advisers manage the MFS/Foreign &
Colonial Emerging Markets Equity Series and the assets of the Global Growth
Series allocated to foreign emerging markets.

FCM and FCEM are each companies incorporated under the laws of England and
Wales and are located at Exchange House, Primrose Street, London EC2A, 2NY,
United Kingdom. FCM has a history of money management dating from 1868 and
the establishment of the world's oldest closed-end fund, Foreign & Colonial
Investment Trust PLC. FCEM is a wholly owned subsidiary of FCM. For its
services, the Adviser pays FCM a management fee in an amount equal to 0.65%
annually of the average daily net asset value of each such series' assets
managed by FCM.

FCEM manages emerging market investments for FCM and FCEM serves as the
investment adviser to public closed-end and open-end funds and segregated
accounts specializing in emerging markets. For its service, FCM pays FCEM a
management fee in an amount equal to 0.65% annually of the average daily net
asset value of each such series' assets managed by FCEM.

<PAGE>

o PORTFOLIO MANAGERS

SERIES PORTFOLIO MANAGERS

Bond Geoffrey L. Kurinsky, a Senior Vice President
of MFS, has been the portfolio manager of the
series since May 1, 1998, and has been employed
by the Adviser as a portfolio manager since
1987.

Capital Appreciation Paul M. McMahon, a Senior Vice President of
MFS, has been the portfolio manager of the
series since July 19, 1985, and has been
employed by the Adviser as a portfolio manager
since 1981.

Capital Opportunities John F. Brennan, Jr., a Senior Vice President
of MFS, has been the portfolio manager of the
series since June 30, 1996, and has been
employed by the Adviser as a portfolio manager
since 1985.

Conservative Growth John D. Laupheimer, Jr., a Senior Vice
President of MFS, has been a portfolio manager
of the series since January 1, 1993, and has
been employed by the Adviser as a portfolio
manager since 1981. Mitchell D. Dynan, a Senior
Vice President of MFS, has been a portfolio
manager of the series since January 1, 1995, and
has been employed by the Adviser as a portfolio
manager since 1986.

Emerging Growth John W. Ballen, President of MFS, has been a
portfolio manager of the series since May 1,
1995, and has been employed by the Adviser as a
portfolio manager since 1984. Toni Y. Shimura, a
Vice President of MFS, has been a portfolio
manager of the series since November 30, 1995,
and has been employed by the Adviser as a
portfolio manager since 1987. Stephen Pesek, a
Vice President of the Adviser, has been a
portfolio manager of the series since January 1,
1999, and has been employed by the Adviser as a
portfolio manager since 1994.

Equity Income Lisa B. Nurme, a Senior Vice President of MFS,
has been the portfolio manager of the series
since May 1, 1998, and has been employed by
the Adviser as a portfolio manager since 1987.

Global Asset Allocation Asset allocation decisions are made by James
T. Swanson, a Senior Vice President of MFS. Mr.
Swanson has been a portfolio manager of the
series since November 7, 1994, and has been
employed by the Adviser as a portfolio manager
since 1985. Each sector is managed separately by
the following individuals:

o Foreign Equity Securities. Assets allocated to
foreign equity securities are managed by David
R. Mannheim. Mr. Mannheim, a Senior Vice
President of MFS, has been a portfolio manager
of the series since November 7, 1994, and has
been employed by the Adviser as a portfolio
manager since 1988.

o U.S. High Yield Fixed Income Securities.
Assets allocated to U.S. high yield fixed income
securities are managed by Robert J. Manning. Mr.
Manning, a Senior Vice President of MFS, has
been a portfolio manager of the series since
June 1, 1997, and has been employed by the
Adviser as a portfolio manager since 1984.

o U.S. Investment Grade Fixed Income Securities.
Assets allocated to U.S. investment grade fixed
income securities are managed by Geoffrey L.
Kurinsky. Mr. Kurinsky, a Senior Vice President
of MFS, has been a portfolio manager of the
series since November 7, 1994, and has been
employed by the Adviser as a portfolio manager
since 1987.

U.S. Equity Securities. Assets allocated to U.S.
equity securities are managed by Stephen Pesek.
Mr. Pesek, a Vice President of MFS, has been a
portfolio manager of the series since September
1, 1997, and has been employed by the Adviser as
a portfolio manager since 1994. Prior to 1994,
Mr. Pesek worked at Fidelity Investments as an
analyst.

o Foreign Fixed Income Securities. Assets
allocated to foreign fixed income securities are
managed by Leslie J. Nanberg. Mr. Nanberg, a
Senior Vice President of MFS, has been a
portfolio manager of the series since November
7, 1994, and has been employed by the Adviser as
a portfolio manager since 1980.

Global Governments Stephen C. Bryant, a Senior Vice President of
MFS, has been the portfolio manager of the
series since June 14, 1994, and has been
employed by the Adviser as a portfolio manager
since 1987.

Global Growth Asset allocation decisions are made by David
A. Antonelli, Senior Vice President of MFS. Mr.
Antonelli is the Director of the MFS
International Equity Research Department. Mr.
Antonelli has been employed as a portfolio
manager by MFS since 1991. Each sector has its
own portfolio management team:

o Domestic Growth Companies. Assets allocated to
domestic growth companies are managed by John W.
Ballen and Toni Y. Shimura. John W. Ballen,
President of MFS, has been a portfolio manager
of the series since November 16, 1993, and has
been employed by the Adviser as a portfolio
manager since 1984. Toni Y. Shimura, a Vice
President of MFS, has been a portfolio manager
of the series since March 1, 1995, and has been
employed by the Adviser as a portfolio manager
since 1987.

o Foreign Developed Markets Growth Companies.
Assets allocated to foreign developed markets
growth companies are managed by a committee of
investment research analysts. This committee
includes investment analysts employed not only
by MFS but also by MFS International (U.K.)
Limited, a wholly owned subsidiary of MFS. This
portion of the series' assets are further
allocated among countries and industries by the
analysts acting together as a group. Individual
analysts are then responsible for selecting what
they view as the securities best suited to meet
the series' investment objective within their
assigned geographic and industry responsibility.

o Foreign Emerging Markets Growth Companies.
Assets allocated to foreign emerging markets
growth companies are managed by Dr. Arnab Kumar
Banerji and Jefferey Chowdhry. Dr. Arnab Kumar
Banerji is Chief Investment Officer of FCEM, and
Jefferey Chowdhry is a Director of FCEM. Dr.
Banerji has been a portfolio manager of the
series since October 24, 1995, and has been
employed by FCEM as a portfolio manager since
1993, before which he served as Joint Head of
Emerging Markets for Citibank Global Asset
Management since 1989. Mr. Chowdhry has been the
portfolio manager of the series since February
1, 1997, and has been employed by FCEM as a
portfolio manager since 1994, before which he
was a portfolio manager at BZW Investment
Management.

Global Total Return Frederick J. Simmons, a Senior Vice President
of MFS, has been the portfolio manager of the
series since November 7, 1994, and has been
employed by the Adviser as a portfolio manager
since 1971.

Government Securities Steven E. Nothern, a Vice President of MFS,
has been the portfolio manager of the series
since January 1, 1998, and has been employed by
the Adviser as a portfolio manager since 1986.

High Yield Bernard Scozzafava, a Vice President of MFS,
has been the portfolio manager of the series
since June 30, 1994, and has been employed by
the Adviser as a portfolio manager since 1989.

International Growth David R. Mannheim, a Senior Vice President of
the Adviser, has been the portfolio manager of
the series since September 8, 1997, and has been
employed by the Adviser as a portfolio manager
since 1988.

International Growth and Frederick J. Simmons, a Senior Vice President
Income of the Adviser, has been the portfolio manager
of the series since September 8, 1997, and has
been employed by the Adviser as a portfolio
manager since 1971.

Managed Sectors Toni Y. Shimura, a Vice President of MFS, has
been the portfolio manager of the series since
December 9, 1998, and has been employed by the
Adviser as a portfolio manager since 1987.

Massachusetts Investors Growth Christian Felipe, a Senior Vice President of
Stock MFS, has been the portfolio manager of the
series since May 1, 1998, and has been employeed
by the Adviser as a portfolio manager since
1986.

MFS/Foreign & Colonial Dr. Arnab Kumar Banerji, Chief Investment
Emerging Markets Equity Officer of FCEM, and Jefferey Chowdhry, a
Director of FCEM, are the series' portfolio
managers. Dr. Banerji has been a portfolio
manager of the series since May 1, 1995, and has
been employed by FCEM as a portfolio manager
since 1993, before which he served as Joint Head
of Emerging Markets for Citibank Global Asset
Management since 1989. Mr. Chowdhry has been a
portfolio manager of the series since February
1, 1997, and has been employed by FCEM as a
portfolio manager since 1994, before which he
was a portfolio manager at BZW Investment
Management.

New Discovery Brian E. Stack, a Senior Vice President of
MFS, has been the portfolio manager of the
series since May 1, 1998, and has been employed
by the Adviser as a portfolio manager since
1993.

Research, Research Growth and These series are managed by a committee
Income and Research comprised of various equity research analysts.
International

Strategic Income James T. Swanson, a Senior Vice President of
MFS, has been the portfolio manager of the
series since May 1, 1998, and has been employed
by the Adviser as a portfolio manager since
1985.

Total Return David M. Calabro, a Senior Vice President of
MFS, has been a portfolio manager of the series
since July 19, 1995, and has been employed by
the Adviser as a portfolio manager since 1992.
Mr. Calabro is the head of this portfolio
management team and a manager of the common
stock portion of the series' portfolio. Geoffrey
L. Kurinsky, a Senior Vice President of MFS, has
been a portfolio manager of the series since
July 19, 1995, and employed by the Adviser as a
portfolio manager since 1987. Mr. Kurinsky is
the manager of the series' fixed income
securities. Constantinos G. Mokas, a Vice
President of MFS, has been a portfolio manager
of the series since April 1, 1998, and has been
employed by the Adviser as a portfolio manager
since 1990. Mr. Mokas is the manager of the
series' convertible securities. Lisa B. Nurme, a
Senior Vice President of MFS, has been employed
by the Adviser as a portfolio manager since
1987. Ms. Nurme is a manager of the common stock
portion of the series' portfolio and has been a
portfolio manager of the series since July 19,
1995. Maura A. Shaughnessy, a Senior Vice
President of MFS, has been employed by the
Adviser as a portfolio manager since 1991, and
has been a portfolio manager of the series since
July 19, 1995. Ms. Shaughnessy is a manager of
the common stock portion of the series'
portfolio. Kenneth J. Enright, a Vice President
of MFS, has been employed by the Adviser as a
portfolio manager since 1986, and has been a
portfolio manager of the series since January
15, 1999. Mr. Enright is a manager of the common
stock portion of the series' portfolio.

Utilities Maura A. Shaughnessy, a Senior Vice President
of MFS, has been the portfolio manager of the
series since November 17, 1993, and has been
employed by the Adviser as a portfolio manager
since 1991.

Zero Coupon Geoffrey L. Kurinsky, a Senior Vice President
of MFS, has been the portfolio manager of the
series since , and has been
employed by the Adviser as a portfolio manager
since 1987.

<PAGE>

o ADMINISTRATOR

MFS provides the series with certain financial, legal, compliance,
shareholder communications and other administrative services. MFS is
reimbursed by the series for a portion of the costs it incurs in providing
these services.

o SHAREHOLDER SERVICING AGENT

MFS Service Center, Inc. (referred to as MFSC), a wholly owned subsidiary of
MFS, performs transfer agency and certain other services for the series, for
which it receives compensation from the series.

- ------------------------
V DESCRIPTION OF SHARES
- ------------------------

The trust offers shares of each of its series to separate accounts
established by Sun Life Assurance Company of Canada (U.S.) and its
affiliates in order to serve as investment vehicles for variable annuity and
variable life insurance contracts. All purchases, redemptions and exchanges
of shares are made through these insurance company separate accounts, which
are the record owner of the shares. Contract holders seeking to purchase,
redeem or exchange interests in the trust's shares should consult with the
insurance company which issued their contract.

- ---------------------
VI OTHER INFORMATION
- ---------------------

o PRICING OF SERIES SHARES

The price of each series' shares is based on its net asset value. The net
asset value of each series' shares is determined at the close of regular
trading each day that the New York Stock Exchange is open for trading
(generally, 4:00 p.m., Eastern time) (referred to as the valuation time). To
determine net asset value, each series except the Money Market Series values
its assets at current market values, or, if current market values are
unavailable, at fair value as determined by the Adviser under the direction
of the Board of Trustees that oversees the series. Fair value pricing may be
used by a series when current market values are unavailable or when an event
occurs after the close of the exchange on which the series' portfolio
securities are principally traded that is likely to have changed the value
of the securities. The use of fair value pricing by a series may cause the
net asset value of its shares to differ significantly from the net asset
value that would be calculated using current market values. The Money Market
Series values its assets using the amortized cost method.

Sun Life Assurance Company of Canada (U.S.) and its affiliates are the
designees of the trust for receipt of purchase, exchange and redemption
orders from contractholders. An order submitted to the trust's designee by
the valuation time will receive the net asset value next calculated,
provided that the trust receives notice of the order generally by 9:30 a.m.
Eastern time on the next day on which the New York Stock Exchange is open
for trading.

Certain of the series invest in securities which are primarily listed on
foreign exchanges that trade on weekends and other days when the series does
not price its shares. Therefore, the value of the series' shares may change
on days when you will not be able to purchase or redeem the series' shares.

It is expected that the Money Market Series will have a positive net
income at the time of each determination of net income. If for any reason
net income is a negative amount, the Money Market Series will first offset
the negative amount against the dividends declared during the month and will
then, to the extent necessary, reduce the number of its outstanding shares
by treating each shareholder as having contributed to the capital of the
Money Market Series that number of full and fractional shares in the account
of such shareholder which represents his or her proportion of the negative
amount. Each shareholder of the Money Market Series will be deemed to have
agreed to such contribution in these circumstances by his or her investment
in the Money Market Series. This procedure will permit the net asset value
per share of the Money Market Series to be maintained at a constant $1.00
per share. There can be no assurance that the Money Market Series will be
able to maintain a stable net asset value of $1.00 per share, other than by
such offset of dividends or reduction in the number of shares in a
shareholder account.

o DISTRIBUTIONS

Each series (except the Money Market Series) intends to pay substantially
all of its net income (including net short-term capital gain) to
shareholders as dividends at least annually. Any realized net capital gains
are also distributed at least annually.

All of the Money Market Series' net investment income for any calendar
year is declared as dividends daily and paid to its shareholders as
dividends on a monthly basis. Generally, those dividends are distributed on
the last business day of each month in the form of additional shares of the
Money Market Series at the rate of one share (and fraction thereof) for each
dollar (and fraction thereof) of dividend income or, at the election of the
shareholder, in cash. Shares purchased become entitled to dividends declared
as of the first day following the date of investment.

o TAX CONSIDERATIONS

The following discussion is very general. You are urged to consult your tax
adviser regarding the effect that an investment in a series may have on your
tax situation. Each series of the trust is treated as a separate entity for
federal income tax purposes. As long as a series qualifies for treatment as
a regulated investment company (which it has done in the past and intends to
do in the future), it pays no federal income tax on the earnings it
distributes to shareholders. In addition, each series also intends to
continue to diversify its assets to satisfy the federal diversification tax
rules applicable to separate accounts that fund variable insurance and
annuity contracts.

Shares of the series are offered to insurance company separate accounts. You
should consult with the insurance company which issued your contract to
understand the federal tax treatment of your investment.

o RIGHT TO REJECT PURCHASE AND EXCHANGE ORDERS

Purchases and exchanges should be made for investment purposes only. Each
series reserves the right to reject or restrict any specific purchase or
exchange request. Because an exchange request involves both a request to
redeem shares of one series and to purchase shares of another series, the
series consider the underlying redemption and purchase requests conditioned
upon the acceptance of each of these underlying requests. Therefore, in the
event that a series rejects an exchange request, neither the redemption nor
the purchase side of the exchange will be processed.

o MARKET TIMING POLICIES

The series are not designed for professional market timing organizations
or other entities using programmed and frequent exchanges. The series
reserve the right to temporarily or permanently refuse exchange requests
if, in the Adviser's judgment, a series would be unable to invest
effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected. In particular, a
pattern of exchanges that coincide with a "market timing" strategy may be
disruptive to a series and therefore may be refused. You should consult
your insurance contract prospectus that accompanies this Prospectus for
information on other specific limitations on the transfer/exchange
privilege.

o IN-KIND DISTRIBUTIONS

The series have reserved the right to pay redemption proceeds by a
distribution in-kind of portfolio securities (rather than cash). In the
event that the series makes an in-kind distribution, you could incur the
brokerage and transaction charges when converting the securities to cash.
The series do not expect to make in-kind distributions.

o UNIQUE NATURE OF SERIES

MFS may serve as the investment adviser to other series which have similar
investment goals and principal investment policies and risks to the series,
and which may be managed by a series' portfolio manager(s). While a series
may have many similarities to these other funds, its investment performance
will differ from their investment performance. This is due to a number of
differences between a series and these similar products, including
differences in sales charges, expense ratios and cash flows.

o YEAR 2000 ISSUES

The series could be adversely affected if the computer systems used by MFS,
the series' other service providers or the companies in which the series
invests do not properly process date-related information from and after
January 1, 2000 (the "Year 2000 Issue"). MFS recognizes the importance of
the Year 2000 Issue and, to address Year 2000 compliance, created a Year
2000 Program Management Office in 1996, which is separately funded, has a
specialized staff and reports directly to MFS senior management. The Office,
with the help of external consultants, is responsible for ascertaining that
all internal systems, data feeds and third party applications are Year 2000
compliant. While MFS is confident that all MFS systems will be Year 2000
compliant before the turn of the century, there are significant systems
interdependencies in the domestic and foreign markets for securities, the
business environments in which companies held by the series operate and in
MFS' own business environment. MFS has been actively working with the
series' other service providers to identify and respond to potential
problems in an effort to ensure Year 2000 compliance or develop contingency
plans. Year 2000 compliance is also one of the factors considered by MFS in
its ongoing assessment of companies in which the series invests. There can
be no assurance, however, that these steps will be sufficient to avoid any
adverse impact on the series.

o POTENTIAL CONFLICTS

Shares of the series may be offered to separate accounts established by Sun
Life Assurance Company of Canada (U.S.) and its affiliates to fund benefits
under both variable annuity and variable life insurance contracts. The
series do not anticipate any disadvantage to contract owners arising out of
its simultaneous funding of both variable annuity and variable life
insurance contracts. A conflict could occur due to a change in laws
affecting the operation of variable life and/or variable annuity separate
accounts or for some other reason. The board of trustees of the series
intends to monitor events in order to identify any material conflicts among
the interests of variable annuity contract owners and the interests of
variable life insurance contract owners and to determine what action, if
any, should be taken in response. In addition, if Sun Life Assurance Company
of Canada (U.S.) and/or its affiliates believe that a series response to any
such events or conflicts is insufficient to protect contract owners, they
will take additional appropriate action. Such action might include
withdrawal by one or more separate accounts of their investment in a series
which could force the series to liquidate portfolio securities at
disadvantageous prices.

<PAGE>

-------------------------
VII FINANCIAL HIGHLIGHTS
-------------------------

The financial highlights table is intended to help you understand the
series' financial performance for the past five years, or, if a series has
not been in operation that long, since the time it commenced investment
operations. Certain information reflects financial results for a single
series share. The total returns in the table represent the rate by which an
investor would have earned (or lost) on an investment in a series (assuming
reinvestment of all distributions). 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. This information has been audited by the trust's independent
auditors, whose report, together with the trust's financial statements, are
included in the trust's annual report to shareholders. These financial
statements are incorporated by reference into the SAI. The trust's
independent auditors are Deloitte & Touche LLP.

BOND SERIES
..........................................................................
Period Ended
December 31, 1998***
--------------------
Per share data (for a share outstanding throughout
the period):
Net asset value -- beginning of period ....................... $10.0000****
--------
Income from investment operations# --
Net investment income(S) ................................... $ 0.3306
Net realized and unrealized gain on investments
and foreign currency transactions ........................ 0.3591
--------
Total from investment operations ......................... $ 0.6897
--------
Net asset value -- end of period ............................. $10.6897
========
Total return(+) .............................................. 6.90%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ................................................. 1.03%+
Net investment income ...................................... 4.88%+
Portfolio turnover ........................................... 161%
Net assets at end of period (000 omitted) .................... $19,595
- ----------
+ Annualized.
++ Not annualized.
*** For the period from the commencement of the Series' investment operations,
May 6, 1998, through December 31, 1998.
**** Net asset value on date of commencement of operations.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that
apply to the separate accounts established by Sun Life of Canada (U.S.)
and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory
fee for the Bond Series for the period indicated. If these fees had been
incurred by the Series, the net investment income per share and the ratios
would have been:
Net investment income ............................... $ 0.3282
Ratios (to average net assets):
Expenses## ........................................ 1.07%+
Net investment income ............................. 4.84%+

<PAGE>

CAPITAL APPRECIATION SERIES
...............................................................................

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of
year ......................... $ 40.1392 $ 35.8316 $ 31.9878 $24.4076 $28.1892
---------- ---------- ---------- -------- --------

Income from investment operations# --
Net investment income (loss) . $ (0.0962) $ (0.0405) $ (0.0200) $ 0.0933 $ 0.0523
Net realized and unrealized
gain (loss) on investments
and foreign currency ....... 11.0414 7.8691 6.7422 8.1619 (1.1104)
---------- ---------- ---------- -------- --------
Total from investment
operations ................ $ 10.9452 $ 7.8286 $ 6.7222 $ 8.2552 $ (1.0581)
---------- ---------- ---------- -------- --------

Less distributions declared to
shareholders --

From net investment income ... $ -- $ -- $ (0.0322) $(0.0568) $(0.1306)
From net realized gain on
investments and foreign
currency transactions ...... (5.1496) (3.5210) (2.8462) (0.6182) (2.5929)
---------- ---------- ---------- -------- --------
Total distributions declared
to shareholders .......... $ (5.1496) $ (3.5210) $ (2.8784) $(0.6750) $(2.7235)
---------- ---------- ---------- -------- --------
Net asset value - end of year .. $ 45.9348 $ 40.1392 $ 35.8316 $31.9878 $24.4076
========== ========== ========== ======== ========
Total Return(+) ................ 28.70% 23.14% 21.48% 34.46% (3.60)%
Ratios (to average net assets)/
Supplemental data:
Expenses## ................... 0.77% 0.78% 0.80% 0.83% 0.83%
Net investment income (loss).. (0.23)% (0.10)% (0.05)% 0.32% 0.24%
Portfolio turnover ............. 79% 68% 67% 89% 52%
Net assets at end of period
(000 omitted) ................ $1,725,155 $1,326,240 $1,061,631 $797,102 $476,508

<PAGE>

CAPITAL OPPORTUNITIES SERIES
..............................................................................

<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
----------------------- December 31,
1998 1997 1996*
-------- -------- --------
<S> <C> <C> <C>
Per share data (for a share outstanding throughout
each period):
Net asset value -- beginning of period ................ $13.9339 $11.0055 $10.0000
-------- -------- --------

Income from investment operations# --
Net investment income(S) ............................ $ 0.0477 $ 0.1466 $ 0.0916
Net realized and unrealized gain on investments and
foreign currency .................................. 3.6598 2.8785 0.9139
-------- -------- --------
Total from investment operations .................. $ 3.7075 $ 3.0251 $ 1.0055
-------- -------- --------

Less distributions declared to shareholders --
From net investment income .......................... $(0.0620) $(0.0221) $ --
From net realized gain on investments and foreign
currency transactions ............................. (0.5969) (0.0746) --
-------- -------- --------

Total distributions declared to shareholders ...... $(0.6589) $(0.0967) $ --
-------- -------- --------
Net asset value -- end of period ...................... $16.9825 $13.9339 $11.0055
======== ======== ========
Total return(+) ....................................... 26.97% 27.57% 10.10%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## .......................................... 0.86% 0.77% 0.63%+
Net investment income ............................... 0.31% 1.15% 1.75%+
Portfolio turnover .................................... 135% 129% 52%
Net assets at end of year (000 omitted) ............... $190,712 $87,744 $16,700
----------
* For the period from the commencement of the Series' investment operations, June 3, 1996, through December 31, 1996.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are calculated without
reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts established by
Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total return figures for all
periods shown.
(S) The invesment adviser voluntarily waived all or a portion of its advisory fee for the Capital Opportunities Series for
certain of the periods indicated. In addition, the investment adviser agreed to maintain the expenses of the Series at not
more than 1.00% of average daily net assets for certain of the periods indicated. If these fees had been incurred and/or to the
extent actual expenses were over/under these limitations, the net investment income per share and the ratios would have been:

Net investment income ....................................... $ 0.1296 $ 0.0537
Ratios (to average net assets):
Expenses## ................................................ 0.90% 1.35%+
Net investment income ..................................... 1.03% 1.02%+
</TABLE>

<PAGE>

CONSERVATIVE GROWTH SERIES
...............................................................................

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of
year ........................... $ 33.1489 $ 26.4978 $ 22.0182 $ 16.4563 $ 16.9289
---------- --------- ---------- ---------- ----------

Income from investment operations# --
Net investment income .......... $ 0.3382 $ 0.3714 $ 0.4100 $ 0.4318 $ 0.2942
Net realized and unrealized gain
(loss) on investments and
foreign currency ............. 7.3482 7.8153 5.0415 5.6172 (0.4790)
---------- --------- ---------- ---------- ----------
Total from investment
operations ................. $ 7.6864 $ 8.1867 $ 5.4515 $ 6.0490 $ (0.1848)
---------- --------- ---------- ---------- ----------

Less distributions declared to
shareholders --
From net investment income ..... $ (0.2646) $ (0.2854) $ (0.2936) $ (0.3037) $ (0.1996)
From net realized gain on
investments and foreign
currency transactions ........ (2.3231) (1.2502) (0.6783) (0.1834) (0.0882)
---------- --------- ---------- ---------- ----------
Total distributions declared
to shareholders ............ $ (2.5877) $ (1.5356) $ (0.9719) $ (0.4871) $ (0.2878)
---------- --------- ---------- ---------- ----------
Net asset value -- end of year ... $ 38.2476 $ 33.1489 $ 26.4978 $ 22.0182 $ 26.4563
========== ========= ========== ========== ==========
Total return(+) .................. 23.85% 31.94% 25.41% 37.41% (1.10)%
Ratios (to average net assets)/
Supplemental data:
Expenses## ..................... 0.59% 0.61% 0.61% 0.64% 0.64%
Net investment income (loss) ... 0.96% 1.23% 1.71% 2.25% 2.42%
Portfolio turnover ............... 61% 52% 51% 60% 146%
Net assets at end of year
(000 omitted) .................. $1,852,728 $1,158,135 $ 571,008 $ 302,024 $ 150,318

- ----------------
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts established by Sun Life
of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total return figures for all periods shown.
</TABLE>

<PAGE>

EMERGING GROWTH SERIES

..............................................................................

<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
-------------------------------------- December 31,
1998 1997 1996 1995*
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Per share data (for a share outstanding throughout
each year):
Net asset value -- beginning of year ........ $18.0032 $14.8305 $12.6867 $10.0000
-------- -------- -------- --------
Income from investment operations# --
Net investment income (loss)(S) ........... $(0.0530) $(0.0551) $ 0.0175 $ 0.0788
Net realized and unrealized gain (loss) on
investments and foreign currency ........ 6.0356 3.2968 2.1506 2.6079
-------- -------- -------- --------
Total from investment operations ........ $ 5.9825 $ 3.2417 $ 2.1681 $ 2.6867
-------- -------- -------- --------

Less distributions declared to shareholders --
From net investment income ................ $ -- $(0.0098) $(0.0243) $ --
From net realized gain on investments and
foreign currency transactions ........... (0.7101) (0.0592) -- --
-------- -------- -------- --------
Total distributions declared to
shareholders .......................... $(0.7100) $(0.0690) $(0.0243) $ --
-------- -------- -------- --------
Net asset value -- end of year .............. $23.2757 $18.0032 $14.8305 $12.6867
======== ======== ======== ========
Total return(+) ............................. 33.88% 21.93% 17.15% 26.80%++
Ratios (to average net assets)/Supplemental
data(S):
Expenses## ................................ 0.78% 0.81% 0.70% 0.24%+
Net investment income (loss) .............. (0.27)% (0.33)% 0.12% 1.13%+
Portfolio turnover .......................... 80% 109% 88% 28%
Net assets at end of year (000 omitted) ..... $736,251 $457,351 $250,826 $67,255
----------
* For the period from the commencement of the Series' investment operations, May 1, 1995, through December 31, 1995.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts established by Sun Life
of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the Emerging Growth Series for the periods
indicated. If this fee had been incurred by the Series, the net investment income (loss) per share and the ratios would have
been:

Net investment income (loss) .......................................... $(0.0406) $ 0.0265
Ratios (to average net assets):
Expenses## .......................................................... 0.84% 1.00%+
Net investment income (loss) ........................................ (0.02)% 0.38%+

</TABLE>

<PAGE>

EQUITY INCOME SERIES
..............................................................................
Period Ended
December 31, 1998**
-------------------

Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period ......................... $10.0000
--------

Income from investment operations# --
Net investment income(S) ..................................... $ 0.1379
Net realized and unrealized gain on investments and foreign
currency ................................................... 0.3659
--------
Total from investment operations ........................... $ 0.5038
--------
Net asset value -- end of period ............................... $10.5038
========
Total return(+) ................................................ 5.00%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ................................................... 1.03%+
Net investment income ........................................ 2.16%+
Portfolio turnover ............................................. 101%
Net assets at end of period (000 omitted) ...................... $8,493
----------
** For the period from the commencement of the Series' investment operations,
May 6, 1998, through December 31, 1998.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that
apply to the separate accounts established by Sun Life of Canada (U.S.)
and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The investment adviser voluntarily agreed to maintain the expenses of the
Equity Income Series, exclusive of investment advisory fees, at not more
than 0.25% of average daily net assets for the period indicated. If these
fees had been incurred and/or to the extent actual expenses were over/under
these limitations, the net investment income per share and the ratios would
have been:
Net investment income ...................................... $ 0.1070
Ratios (to average net assets):
Expenses## ............................................... 1.51%+
Net investment income .................................... 1.68%+

<PAGE>

GLOBAL ASSET ALLOCATION SERIES
..............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
---------------------------------------------------------- December 31,
1998 1997 1996 1995 1994**
------------- ------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Per share data (for a share
outstanding throughout each period):
Net asset value -- beginning of
period ....................... $14.5377 $13.7794 $12.2250 $10.0579 $10.0000
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income(S) ...... $ 0.4686 $ 0.4412 $ 0.3731 $ 0.4205 $ 0.0220
Net realized and unrealized
gain on investments and
foreign currency transactions 0.5338 1.0178 1.5563 1.7540 0.0359
-------- -------- -------- -------- --------
Total from investment
operations ................ $ 1.0024 $ 1.4590 $ 1.9294 $ 2.1745 $ 0.0579
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .... $(0.4975) $(0.2242) $(0.1300) $(0.0074) $ --
From net realized gain on
investments and foreign
currency transactions ....... (0.5977) (0.4765) (0.2450) -- --
-------- -------- -------- -------- --------
Total distributions declared
to shareholders $(1.0952) $(0.7007) $(0.3750) $(0.0074) $ --
-------- -------- -------- -------- --------
Net asset value -- end of period $14.4449 $14.5377 $13.7794 $12.2250 $10.0579
======== ======== ======== ======== ========
Total return(+) ................. 6.60% 10.87% 16.04% 21.56% 0.60%++
Ratios (to average net assets)/
Supplemental data(S):
Expenses## .................... 0.90% 0.92% 0.94% 0.67% 1.50%+
Net investment income ......... 3.21% 3.06% 2.84% 3.70% 3.13%+
Portfolio turnover .............. 163% 162% 154% 146% 2%
Net assets at end of period
(000 omitted) ................. $126,641 $122,912 $77,016 $25,863 $3,003

- ----------
+ Annualized.
++ Not annualized.
** For the period from the commencement of the Series' investment operations, November 7, 1994, through December 31, 1994.
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts established by Sun Life
of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the Global Asset Allocation Series for the
periods indicated. If these fees had been incurred by the Series, the net investment income per share and the ratios would have
been:

Net investment income ...................................................... $ 0.3716 $ 0.0041
Ratios (to average net assets):
Expenses## ............................................................... 1.11% 4.05%+
Net investment income .................................................... 3.27% 0.58%+
</TABLE>
<PAGE>
GLOBAL GOVERNMENT SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $10.7247 $11.2582 $12.4866 $11.3769 $13.0212
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income ............... $ 0.5302 $ 0.5770 $ 0.6882 $ 0.8031 $ 0.6095
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions ............. 1.1118 (0.6754) (0.2081) 0.9511 (1.2295)
-------- -------- -------- -------- --------
Total from investment operations .. $ 1.6420 $(0.0984) $ 0.4801 $ 1.7542 $(0.6200)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.1396) $(0.3742) $(1.7085) $(0.0058) $(0.8823)
From net realized gain on
investments and foreign currency
transactions ...................... -- (0.0548) -- (0.6387) (0.1420)
In excess of net realized gain on
investments and foreign currency
transactions ...................... -- (0.0061) -- -- --
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(0.1396) $(0.4351) $(1.7085) $(0.6445) $(1.0243)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $12.2271 $10.7247 $11.2582 $12.4866 $11.3769
======== ======== ======== ======== ========
Total return(+) ....................... 15.46% (0.76)% 4.66% 15.69% (4.46)%
Ratios (to average net assets)/Supplemental data:

Expenses## .......................... 0.88% 0.91% 0.90% 0.89% 0.90%
Net investment income ............... 4.75% 5.43% 6.00% 6.67% 6.06%
Portfolio turnover .................... 315% 344% 390% 329% 269%
Net assets at end of year (000
omitted) ............................ $ 99,220 $110,386 $141,764 $152,487 $139,155

GLOBAL GROWTH SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $14.6844 $13.0338 $12.3464 $10.9425 $10.6366
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income(S) ............ $ 0.0466 $ 0.0446 $ 0.0232 $ 0.0689 $ 0.1506
Net realized and unrealized gain on
investments and foreign currency .. 2.0973 1.9245 1.5878 1.6388 0.1590
-------- -------- -------- -------- --------
Total from investment operations .. $ 2.1439 $ 1.9691 $ 1.6110 $ 1.7077 $ 0.3096
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.0565) $(0.0626) $(0.0886) $(0.1361) $(0.0037)
From net realized gain on
investments and foreign currency
transactions ...................... (1.1163) (0.2559) (0.8350) (0.1677) --
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(1.1728) $(0.3185) $(0.9236) $(0.3038) $(0.0037)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $15.6555 $14.6844 $13.0338 $12.3464 $10.9425
======== ======== ======== ======== ========
Total return(+) ....................... 14.61% 15.32% 13.02% 16.06% 2.86%
Ratios (to average net assets)/
Supplemental data(S):
Expenses## .......................... 1.01% 1.02% 1.04% 1.07% 0.47%
Net investment income ............... 0.31% 0.31% 0.18% 0.60% 2.20%
Portfolio turnover .................... 92% 105% 81% 162% 231%
Net assets at end of year (000
omitted) ............................ $277,516 $252,402 $203,106 $146,388 $100,045

- ----------
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The invesment adviser voluntarily waived all or a portion of its advisory fee for the Global Growth Series for
the period indicated. If this fee had been incurred by the Series, the net investment income per share and the
ratios would have been:
Net asset income ............................................................................. $ 0.0989
Ratios (to average net assets):
Expenses## ................................................................................. 1.20%
Net investment income ...................................................................... 1.47%
</TABLE>
<PAGE>

GLOBAL TOTAL RETURN SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
---------------------------------------------------------- December 31,
1998 1997 1996 1995 1994**
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value -- beginning of
period .............................. $14.6971 $13.2657 $11.8346 $10.0405 $10.0000
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income(S) ............ $ 0.3813 $ 0.3979 $ 0.4131 $ 0.4437 $ 0.0247
Net realized and unrealized gain on
investments and foreign currency
transactions ...................... 2.2629 1.3759 1.2480 1.3564 0.0158
-------- -------- -------- -------- --------
Total from investment operations .. $ 2.6442 $ 1.7738 $ 1.6611 $ 1.8001 $ 0.0405
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.3201) $(0.1756) $(0.2300) $(0.0060) $ --
From net realized gain on
investments and foreign currency
transactions ...................... (0.4152) (0.1668) -- -- --
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(0.7353) $(0.3424) $(0.2300) $(0.0060) $ --
-------- -------- -------- -------- --------
Net asset value -- end of period ...... $16.6060 $14.6971 $13.2657 $11.8346 $10.0405
======== ======== ======== ======== ========
Total return(+) ....................... 18.37% 13.61% 14.33% 17.89% 0.40%+
Ratios (to average net assets)/
Supplemental data(S):
Expenses## .......................... 0.93% 1.04% 0.96% 0.77% 1.50%+
Net investment income ............... 2.44% 2.85% 3.33% 4.01% 3.31%+
Portfolio turnover .................... 141% 171% 148% 146% 1%
Net assets at end of period (000
omitted) ............................ $ 99,955 $ 71,823 $ 37,638 $ 13,786 $ 1,384

- ----------
+ Annualized.
+ Not annualized.
** For the period from the commencement of the Series' investment operations, November 7, 1994, through
December 31, 1994.
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after
September 1, 1995, the Series' expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the Global Total Return
Series for the periods indicated. If these fees had been incurred by the Series, the net investment income
(loss) per share and the ratios would have been:

Net investment income (loss) ................................................. $ 0.3972 $ (0.0405)
Ratios (to average net assets):
Expenses## ................................................................. 1.19% 6.93%+
Net investment income ...................................................... 3.59% (2.12)%+
</TABLE>
<PAGE>

GOVERNMENT SECURITIES SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $13.0406 $12.8672 $13.3900 $12.1219 $13.0951
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income ............... $ 0.7663 $ 0.8109 $ 0.8445 $0.08311 $ 0.6366
Net realized and unrealized gain
(loss) on investments and foreign
currency .......................... 0.3211 0.2490 (0.6620) 1.2183 (0.9238)
-------- -------- -------- -------- --------
Total from investment operations .. $ 1.0874 $ 1.0599 $ 0.1825 $ 2.0494 $(0.2872)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.7334) $(0.8865) $(0.7053) $(0.7813) $(0.4959)
From net realized gain on
investments and foreign currency
transactions ...................... -- -- -- -- (0.1901)
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(0.7334) $(0.8865) $(0.7053) $(0.7813) $(0.6860)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $13.3946 $13.0406 $12.8672 $13.3900 $12.1219
======== ======== ======== ======== ========
Total return(+) ....................... 8.70% 8.72% 1.65% 17.66% (2.21)%
Ratios (to average net assets)/
Supplemental data:
Expenses## .......................... 0.62% 0.63% 0.63% 0.63% 0.62%
Portfolio turnover .................... 107% 182% 57% 80% 90%
Net assets at end of year (000
omitted) ............................ $457,474 $387,732 $383,107 $368,848 $347,150

----------
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after
September 1, 1995, the Series' expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
</TABLE>
<PAGE>

HIGH YIELD SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $ 9.7108 $ 9.2131 $ 8.9222 $ 8.1860 $ 9.1120
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income ............... $ 0.8380 $ 0.8206 $ 0.8012 $ 0.7891 $ 0.8226
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions ............. (0.7526) 0.3319 0.2131 0.5494 (1.0387)
-------- -------- -------- -------- --------
Total from investment operations .. $ 0.0854 $ 1.1525 $ 1.0143 $ 1.3385 $(0.2161)
-------- -------- -------- -------- --------
Less distributions from net investment
income .............................. $(0.6327) $(0.6548) $(0.7234) $(0.6023) $(0.7099)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $ 9.1635 $ 9.7108 $ 9.2131 $ 8.9222 $ 8.1860
======== ======== ======== ======== ========
Total return(+) ....................... 0.58% 13.24% 12.12% 16.93% (2.16)%
Ratios (to average net assets)/
Supplemental data:
Expenses## .......................... 0.82% 0.84% 0.84% 0.87% 0.86%
Net investment income ............... 8.78% 8.70% 9.01% 9.17% 8.94%
Portfolio turnover .................... 135% 130% 88% 66% 82%
Net assets at end of year (000
omitted) ............................ $326,232 $275,207 $196,498 $153,800 $102,194

INTERNATIONAL GROWTH SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
----------------------- December 31,
1998 1997 1996*
-------- -------- --------
<S> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value -- beginning of period .............................. $ 9.6480 $ 9.8213 $10.0000
-------- -------- --------
Income from investment operations# --
Net investment income(S) .......................................... $ 0.0843 $ 0.1201 $ 0.0748
Net realized and unrealized gain (loss) on
investments and foreign currency ................................ 0.1060 (0.2747) (0.2535)
-------- -------- --------
Total from investment operations ................................ $ 0.1903 $(0.1546) $ 0.1787)
-------- -------- --------
Less distributions declared to shareholders --
From net investment income ........................................ $(0.1077) $(0.0187) $ --
From net realized gain on investments and foreign
currency transactions ........................................... -- -- --
-------- -------- --------
Total distributions declared to shareholders .................... $(0.1077) $(0.0187) $ --
-------- -------- --------
Net asset value -- end of period .................................... $ 9.7306 $ 9.6480 $ 9.8213
======== ======== ========
Total return(+) ..................................................... 1.94% (1.64)% (1.70)%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ........................................................ 1.32% 1.11% 1.56%+
Net investment income ............................................. 0.86% 1.23% 1.47%+
Portfolio turnover .................................................. 77% 261% 3%
Net assets at end of period (000 omitted) ........................... $ 35,681 $ 23,401 $ 5,525

----------

* For the period from the commencement of the Series' investment operations, June 3, 1996, through
December 31, 1996.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The invesment adviser voluntarily waived all or a portion of its advisory fee for the International Growth
Series for certain of the periods indicated. In addition, the investment adviser agreed to maintain the
expenses of the International Growth Series at not more than 1.50% of average daily net assets for certain of
the periods indicated. If these fees had been incurred and/or to the extent actual expenses were over/under
these limitations, the net investment income per share and the ratios would have been:
Net investment income ....................................................... $ 0.1036 $ 0.0265
Ratios (to average net assets):
Expenses## ................................................................ 1.28% 2.50%+
Net investment income ..................................................... 1.06% 0.46%+
</TABLE>
<PAGE>

INTERNATIONAL GROWTH AND INCOME SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
-------------------------------------- December 31,
1998 1997 1996 1995**
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value -- beginning of period .............. $11.1722 $10.6247 $10.1282 $10.0000
-------- -------- -------- --------
Income from investment operations# --
Net investment income(S) .......................... $ 0.0983 $ 0.1356 $ 0.2326 $ 0.0295
Net realized and unrealized gain on
investments and foreign currency
transactions .................................... 2.3104 0.5497 0.2639 0.0987
-------- -------- -------- --------
Total from investment operations ................ $ 2.4087 $ 0.6853 $ 0.4965 $ 0.1282
-------- -------- -------- --------
Less distributions declared to shareholders --
From net investment income ........................ $(0.1160) $(0.1124) $ -- $ --
From net realized gain on investments and
foreign currency transactions ................... (0.2795) (0.0254) -- --
-------- -------- -------- --------
Total distributions declared to
shareholders .................................. $(0.3955) $(0.1378) $ -- $ --
-------- -------- -------- --------
Net asset value -- end of period .................... $13.1854 $11.1722 $10.6247 $10.1282
======== ======== ======== ========
Total return(+) ..................................... 21.68% 6.53% 4.84% 1.30%++
Ratios (to average net assets)/Supplemental
data(S):
Expenses## ........................................ 1.16% 1.22% 0.97% 1.50%+
Net investment income ............................. 0.79% 1.24% 2.21% 1.64%+
Portfolio turnover .................................. 54% 194% 51% --
Net assets at end of period (000 omitted) ........... $ 75,410 $ 51,368 $ 35,710 $ 7,179

- ----------
+ Annualized.
++ Not annualized.
** For the period from the commencement of the Series' investment operations, October 2, 1995, through December
31, 1995.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the International Growth and
Income Series for the periods indicated. If these fees had not been incurred by the Series, the net investment
income per share and the ratios would have been:
Net investment income ........................................................ $ 0.2101 $ 0.0119
Ratios (to average net assets):
Expenses## ................................................................. 1.16% 2.48%+
Net investment income ...................................................... 2.02% 0.66%+
</TABLE>
<PAGE>

MANAGED SECTORS SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $29.1601 $26.2503 $25.4468 $19.8823 $23.2419
-------- -------- -------- -------- --------
Income (loss) from investment
operations# --
Net investment income (loss) ........ $(0.0544) $(0.0597) $ 0.0200 $ 0.0979 $ 0.0982
Net realized and unrealized gain
(loss) on investments and foreign
currency .......................... 3.7082 6.2302 4.2817 6.1880 (0.6610)
-------- -------- -------- -------- --------
Total from investment operations .. $ 3.6538 $ 6.1705 $ 4.3017 $ 6.2859 $(0.5628)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $ -- $(0.0201) $(0.0758) $(0.0542) $(0.0239)
From net realized gain on
investments and foreign currency
transactions ...................... (4.5668) (3.2406) (3.4224) (0.6672) (2.7729)
In excess of net realized gain on
investments and foreign currency
transactions ........................ (0.0023) -- -- -- --
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(4.5691) $(3.2607) $(3.4982) $(0.7214) $(2.7968)
======== ======== ======== ======== ========
Net asset value -- end of year ........ $28.2448 $29.1601 $26.2503 $25.4468 $19.8823
Total return(+) ....................... 12.25% 25.63% 17.58% 32.29% (1.94)%
Ratios (to average net assets)/Supplemental data:
Expenses## .......................... 0.80% 0.82% 0.82% 0.84% 0.87%
Net investment income (loss) ........ (0.20)% (0.21)% 0.90% 0.42% 0.53%
Portfolio turnover .................... 161% 103% 121% 113% 103%
Net assets at end of year (000 omitted) $364,791 $340,627 $266,368 $194,351 $118,987

# Per share data are based on average shares outstanding.
## The Series has an expense offset arrangement which reduces the Series's custodian fee based upon the amount of
cash maintained by the Series with its custodian. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the total
return figures for all periods shown.
</TABLE>
<PAGE>

MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
..............................................................................
Period Ended
December 31, 1998**
-------------------

Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period ......................... $10.0000
--------
Income from investment operations# --
Net investment loss .......................................... $(0.0001)
Net realized and unrealized gain on investments and foreign
currency ................................................... 2.0805
--------
Total from investment operations ........................... $ 2.0804
--------
Less distributions declared to shareholders --
From net investment income ................................... $ --
From net realized gain on investments and foreign currency
transactions ............................................... --
--------
Total distributions declared to shareholders ............... $ --
--------
Net asset value -- end of period ............................... $12.0804
========
Total return(+) ............................................... 20.70%++
Ratios (to average net assets)/Supplemental data:
Expenses## ................................................... 0.97%+
Net investment income (loss) ................................. --
Portfolio turnover ............................................. 66%
Net assets at end of period (000 omitted) ...................... $81,237

MFS(R)/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
----------------------- December 31,
1998 1997 1996*
-------- -------- --------
<S> <C> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value -- beginning of period .............................. $11.0359 $10.0013 $10.0000
-------- -------- --------
Income from investment operations# --
Net investment income(S) .......................................... $ .0934 $ 0.1638 $ 0.0706
Net realized and unrealized gain (loss) on
investments and foreign currency transactions ................... (3.2974) 0.8773 (0.0693)
-------- -------- --------
Total from investment operations ................................ $(3.2040) $ 1.0411 $ 0.0013
-------- -------- --------
Less distributions declared to shareholders --
From net investment income ........................................ $(0.1768) $(0.0065) $ --
From net realized gain on investments and foreign
currency transactions ........................................... (0.0967) -- --
In excess of net realized gain on investments and
foreign currency transactions ................................... (0.0111) -- --
From paid-in capital .............................................. (0.0571) -- --
-------- -------- --------
Total distributions declared to shareholders .................... $(0.3417) $(0.0065) $ --
-------- -------- --------
Net asset value -- end of period .................................... $ 7.4902 $11.0359 $10.0013
======== ======== ========
Total return(+) ..................................................... (29.98)% 10.46% 0.00%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ........................................................ 1.59% 1.07% 1.55%+
Net investment income ............................................. 1.03% 1.38% 0.77%+
Portfolio turnover .................................................. 92% 69% 4%
Net assets at end of period (000 omitted) ........................... $ 17,119 $ 24,181 $ 3,271

- ----------
+ Annualized.
++ Not annualized.
* For the period from the commencement of the Series' investment operations, June 5, 1996, through
December 31, 1996.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the
total return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the MFS(R)/Foreign &
Colonial Emerging Markets Equity Series for the periods indicated. If these fees had not been incurred by
the Series, the net investment income (loss) per share and the ratios would have been:
Net investment income (loss) ................................................ $0.1552 $(0.0975)
Ratios (to average net assets):
Expenses## ................................................................ 1.55% 3.38%+
Net investment income ..................................................... 0.90% (1.12)%+
</TABLE>
<PAGE>

MONEY MARKET SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
-------- -------- -------- -------- --------
Income from investment operations# -- . $ 0.0494 $ 0.0495 $ 0.0483 $ 0.0520 $ 0.0363
-------- -------- -------- -------- --------
Less distributions from net investment
income .............................. $(0.0494) $(0.0495) $(0.0483) $(0.0520) $(0.0363)
Net asset value -- end of year ........ $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
======== ======== ======== ======== ========
Total return(+) ....................... 5.02% 5.06% 4.95% 5.44% 3.69%
Ratios (to average net assets)/
Supplemental data:
Expenses## .......................... 0.56% 0.57% 0.56% 0.59% 0.58%
Net investment income ............... 4.94% 4.94% 4.82% 5.30% 3.74%
Net assets at end of year (000 omitted) $465,545 $340,060 $409,165 $282,754 $252,175

# Per share data are based on average shares outstanding.
## Each of the 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. For fiscal years
ending September 1, 1995, the Series' expenses are calculated without reduction for this expense offset
arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the
total return figures for all periods shown.
</TABLE>
<PAGE>

NEW DISCOVERY SERIES
..............................................................................
Period Ended
December 31, 1998**
-------------------
Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period ......................... $10.0000
--------
Income from investment operations# --
Net investment income (loss)(S) .............................. $(0.0273)
Net realized and unrealized gain (loss) on investments and
foreign currency ........................................... 0.6473
--------
Total from investment operations ........................... $ 0.6200
--------
Less distributions declared to shareholders --
From net investment income ................................... $ --
From net realized gain on investments and foreign currency
transactions ............................................... --
--------
Total distributions declared to shareholders ............... $ --
--------
Net asset value -- end of period ............................... $10.6200
========
Total return(+) ............................................... 6.20%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ................................................... 1.25%+
Net investment income (loss) ................................. (0.44)%+
Portfolio turnover ............................................. 69%
Net assets at end of period (000 omitted) ...................... $13,280

- ----------
** For the period from the commencement of the Series' investment operations,
May 6, 1998, through December 31, 1998.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that
apply to the separate accounts established by Sun Life of Canada (U.S.) and
Sun Life (N.Y.). Inclusion of these charges would reduce the total return
figures for all periods shown.
(S) The invesment adviser voluntarily agreed to maintain the expenses of the New
Discovery Series, exclusive of investment advisory fees, at not more than
0.35% of average daily net assets. To the extent actual expenses were over
these limitations, the net investment loss per share would have been:
Net investment loss ........................................ $(0.0470)
Ratios (to average net assets):
Expenses## ............................................... 1.60%+
Net investment loss ...................................... (0.79)%+
<PAGE>

RESEARCH SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
----------------------------------------------------- December 31,
1998 1997 1996 1995 1994*
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of
period .............................. $19.4313 $16.5735 $13.5777 $ 9.8761 $10.0000
-------- -------- -------- -------- --------
Income (loss) from investment operations# --
Net investment income(S) ............ $ 0.0780 $ 0.0678 $ 0.0797 $ 0.1401 $ 0.0131
Net realized and unrealized gain
(loss) on investments and foreign
currency .......................... 4.4449 3.3159 3.1330 3.5651 (0.1370)
-------- -------- -------- -------- --------
Total from investment operations .. $ 4.5229 $ 3.3837 $ 3.2127 $ 3.7052 $(0.1239)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.0477) $(0.0387) $(0.0328) $(0.0036) $ --
From net realized gain on
investments and foreign currency
transactions ...................... (0.8834) (0.4872) (0.1841) -- --
-------- -------- -------- -------- --------
Total distributions declared to
shareholders .................... $(0.9311) $(0.5259) $(0.2169) $(0.0036) $ --
-------- -------- -------- -------- --------
Net asset value -- end of period ...... $23.0231 $19.4313 $16.5735 $13.5777 $ 9.8761
======== ======== ======== ======== ========
Total return(+) ....................... 23.61% 20.86% 23.76% 37.50% (1.20)%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## .......................... 0.76% 0.79% 0.84% 0.58% 1.50%+
Net investment income ............... 0.37% 0.37% 0.52% 1.16% 1.80%+
Portfolio turnover .................... 81% 79% 70% 81% 3%
Net assets at end of period (000
omitted) ............................ $988,280 $670,302 $325,389 $ 71,828 $ 3,869

- ----------
* For ther period from the commencement of the Series' investment operations, November 7, 1994, through
December 31, 1994.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the
Series' expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the
total return figures for all periods shown.
(S) For the period ended December 31, 1994, the investment adviser agreed to maintain the expenses of the
Series, exclusive of investment advisory fees, at not more than 1.50% of average daily net assets. In
addition, for both periods indicated below, the investment adviser voluntarily waived all or a portion of
its advisory fee for the Research Series. To the extent actual expenses were over this limitation and/or the
waiver had not been in place, the net investment income (loss) per share and the ratios would have been:
Net investment income (loss) ................................................. $ 0.0954 $ (0.0145)
Ratios (to average net assets):
Expenses## ................................................................. 0.95% 3.49%+
Net investment income (loss) ............................................... 0.79% (0.19)%+
</TABLE>
<PAGE>

RESEARCH GROWTH AND INCOME SERIES

..............................................................................
<TABLE>
<CAPTION>
Year Ended Period Ended
December 31, December 31,
1998 1997***
------- -------
<S> <C> <C>
Per share data (for a share outstanding throughou each period):
Net asset value -- beginning of period ................................ $11.0208 $10.0000
-------- --------
Income from investment operations# --
Net investment income ............................................... $ 0.1170 $ 0.0821
Net realized and unrealized gain (loss) on investments
and foreign currency .............................................. 2.3163 0.9387
-------- --------
Total from investment operations .................................. $ 2.4333 $ 1.0208
-------- --------
Less distributions declared to shareholders --
From net investment income .......................................... $(0.0150) $ --
From net realized gain on investments and foreign
currency transactions ............................................. (0.0493) --
-------- --------
Total distributions declared to shareholders ...................... $(0.0643) $ --
-------- --------
Net asset value -- end of period ...................................... $13.3898 $11.0208
======== ========
Total return(+) ....................................................... 22.13% 10.20%++
Ratios (to average net assets)/Supplemental data:
Expenses## .......................................................... 0.95% 1.54%+
Net investment income ............................................... 0.96% 1.19%+
Portfoli turnover ..................................................... 122% 29%
Net assets at end of period (000 omitted) ............................. $39,152 $6,540

- ----------
*** For the period from the commencement of the Series' investment operations, May 13, 1997, through
December 31, 1997.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce
the total return figures for all periods shown.
</TABLE>
<PAGE>

RESEARCH INTERNATIONAL SERIES
...............................................................................
Period Ended
December 31, 1998**
-------------------
Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period ......................... $10.0000
--------
Income from investment operations# --
Net investment income(S) ..................................... $ 0.0043
Net realized and unrealized loss on investments and foreign
currency ................................................... (0.5852)
--------
Total from investment operations ........................... $(0.5809)
--------
Less distributions declared to shareholders --
From net investment income ................................... $ --
From net realized gain on investments and foreign currency
transactions ............................................... --
--------
Total distributions declared to shareholders ............... $ --
--------
Net asset value -- end of period ............................... $ 9.4191
========
Total return(+) ............................................... (5.80)%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ................................................... 1.55%+
Net investment income ........................................ 0.07%+
Portfolio turnover ............................................. 59%
Net assets at end of period (000 omitted) ...................... $3,519

- ----------
** For the period from the commencement of the Series' investment operations,
May 6, 1998, through December 31, 1998.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that
apply to the separate accounts established by Sun Life of Canada (U.S.) and
Sun Life (N.Y.). Inclusion of these charges would reduce the total return
figures for all periods shown.
(S) The invesment adviser voluntarily agreed to maintain the expenses of the
Research International Series, exclusive of investment advisory fees, at not
more 0.50% of average daily net assets. To the extent actual expenses were
over these limitations, the net investment income per share would have been:
Net investment income ...................................... $ 0.0614
Ratios (to average net assets):
Expenses## ............................................... 1.83%+
Net investment income .................................... 0.84%+
<PAGE>

STRATEGIC INCOME SERIES
...............................................................................
Period Ended
December 31, 1998***
--------------------
Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period ......................... $10.0000
--------
Income from investment operations# --
Net investment income(S) ..................................... $ 0.4206
Net realized and unrealized loss on investments and foreign
currency transactions ...................................... (0.3767)
--------
Total from investment operations ........................... $ 0.0439
--------
Net asset value -- end of period ............................... $10.0439
========
Total return(+) ............................................... 0.40%++
Ratios (to average net assets)/Supplemental data(S):
Expenses## ................................................... 1.29%+
Net investment income ........................................ 6.52%+
Portfolio turnover ............................................. 182%
Net assets at end of period (000 omitted) ...................... $7,780

- ----------
+ Annualized.
++ Not annualized.
*** For the period from the commencement of the Series' investment operations,
May 6, 1998, through December 31, 1998.
# Per share data are based on average shares outstanding.
## The 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. The Series' expenses are
calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that
apply to the separate accounts established by Sun Life of Canada (U.S.) and
Sun Life (N.Y.). Inclusion of these charges would reduce the total return
figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory
fee for the Strategic Income Series for the periods indicated. If these fees
had been incurred by the Series, the net investment income per share and the
ratios would have been:
Net investment income ...................................... $ 0.4122
Ratios (to average net assets):
Expenses## ............................................... 1.42%+
Net investment income .................................... 6.41%+
<PAGE>

TOTAL RETURN SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning
of year ............................. $21.3173 $19.4397 $18.3848 $15.0862 $16.0946
-------- -------- -------- -------- --------
Income (loss) from investment operations# --
Net investment income ............... $ 0.7305 $ 0.7546 $ 0.7677 $ 0.7824 $ 0.5639
Net realized and unrealized
gain (loss) on investments
and foreign currency .............. 1.6718 3.2409 1.6795 3.1527 (0.9310)
-------- -------- -------- -------- --------
Total from investment
operations ...................... $ 2.4023 $ 3.9955 $ 2.4472 $ 3.9351 $(0.3671)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.6858) $(0.7234) $(0.7189) $(0.6365) $(0.4344)
From net realized gain on
investments and foreign
currency transactions ............. (1.7703) (1.3945) (0.6734) -- (0.2069)
-------- -------- -------- -------- --------
Total distributions
declared to shareholders ........ $(2.4561) $(2.1179) $(1.3923) $(0.6365) $(0.6413)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $21.2635 $21.3173 $19.4397 $18.3848 $15.0862
======== ======== ======== ======== ========
Total return(+) ....................... 11.71% 21.98% 14.10% 26.71% (2.22)%
Ratios (to average net
assets)/Supplemental data:
Expenses## .......................... 0.70% 0.71% 0.72% 0.76% 0.76%
Net investment income ............... 3.47% 3.72% 4.15% 4.70% 4.34%
Portfolio turnover .................... 116% 113% 134% 108% 66%

Net assets at end of year
(000 omitted) ....................... $1,942,111 $1,696,108 $1,335,022 $1,099,887 $839,614

UTILITIES SERIES
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of
year ................................ $16.4093 $13.9874 $12.2598 $ 9.5209 $10.0164
-------- -------- -------- -------- --------
Income (loss) from investment operations# --
Net investment income(S) ............ $ 0.4394 $ 0.4576 $ 0.5322 $ 0.4918 $ 0.2899
Net realized and unrealized
gain (loss) on investments
and foreign currency .............. 2.3048 3.6873 1.8548 2.5197 (0.7817)
-------- -------- -------- -------- --------
Total from investment
operations ...................... $ 2.7442 $ 4.1449 $ 2.3870 $ 3.0115 $(0.4918)
-------- -------- -------- -------- --------
Less distributions declared to
shareholders --
From net investment income .......... $(0.3070) $(0.4248) $(0.3160) $(0.2726) $(0.0037)
From net realized gain on
investments and foreign
currency transactions ............. (1.7637) (1.2982) (0.3434) -- --
-------- -------- -------- -------- --------
Total distributions ............... $(2.0707) $(1.7230) $(0.6594) $(0.2726) $(0.0037)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $17.0828 $16.4093 $13.9874 $ 12,2598 $ 9.5209
======== ======== ======== ========= ========
Total return(+) ....................... 17.54% 32.71% 20.37% 32.36% (4.96)%
Ratios (to average net
assets)/Supplemental data:
Expenses## .......................... 0.86% 0.86% 0.88% 0.44% 0.39%
Net investment income ............... 2.68% 3.15% 4.23% 4.62% 4.59%
Portfolio turnover .................... 148% 144% 131% 119% 103%
Net assets at end of year
(000 omitted) ....................... $226,292 $123,008 $70,680 $43,134 $21,448

- --------------
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending after September 1, 1995, the Series'
expenses are calculated without reduction for this expense offset arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the
total return figures for all periods shown.
(S) The investment adviser voluntarily waived all or a portion of its advisory fee for the Utilities Series for certain
of the periods indicated. If these fees had been incurred by the Series, the net investment income per share and the
ratios would have been:
Net investment income ...................................................... $ 0.4375 $ 0.2412
Ratios (to average net assets):
Expenses## ............................................................... 0.95% 1.14%
Net investment income .................................................... 4.12% 3.84%
</TABLE>
<PAGE>

ZERO COUPON SERIES, PORTFOLIO 2000
...............................................................................
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each year):
Net asset value -- beginning of year .. $ 8.9096 $ 8.8822 $ 9.0619 $ 7.9573 $11.1167
-------- -------- -------- -------- --------
Income from investment operations# --
Net investment income(S) ............ $ 0.5225 $ 0.4949 $ 0.2094 $ 0.4340 $ 0.3807
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions ............. 0.0960 0.0896 (0.0528) 1.1038 (1.1094)
-------- -------- -------- -------- --------
Total from investment operations .. $ 0.6185 $ 0.5845 $ 0.1566 $ 1.5378 $(0.7287)
-------- -------- -------- -------- --------
Less distributions --
From net investment income .......... $(0.5589) $(0.5571) $(0.3363) $(0.4332) $(0.6250)
From net realized gain on
investments ....................... -- -- -- -- (1.8057)
-------- -------- -------- -------- --------
Total distributions ............... $(0.5589) $(0.5571) $(0.3363) $(0.4332) $(2.4307)
-------- -------- -------- -------- --------
Net asset value -- end of year ........ $ 8.9692 $ 8.9096 $ 8.8822 $ 9.0619 $ 7.9573
======== ======== ======== ========= ========
Total return(+) ....................... 7.28% 6.98% 1.91% 19.88% (6.99)%
Ratios (to average net
assets)/Supplemental data:
Expenses## .......................... 0.53% 0.54% 0.53% 0.52% 0.53%
Net investment income ............... 5.88% 5.71% 5.23% 5.18% 4.95%
Portfolio turnover .................... 0% 0% 2% 27% 12%
Net assets at end of year
(000 omitted) ....................... $3,473 $3,614 $4,337 $4,616 $3,280

- --------------
# Per share data are based on average shares outstanding.
## The 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. For fiscal years ending
after September 1, 1995, the Series' expenses are calculated without reduction for this expense offset
arrangement.
(+) The total return information shown above does not reflect expenses that apply to the separate accounts
established by Sun Life of Canada (U.S.) and Sun Life (N.Y.). Inclusion of these charges would reduce the
total return figures for all periods shown.
(S) The investment adviser voluntarily agreed to maintain expenses of the Zero Coupon Series, Portfolio 2000 at
not more than 0.50% of average daily net assets for the periods indicated. To the extent actual expenses were
over/under this limitation, the net investment income per share and the ratios would have been:
Net investment income ............ $ 0.4879 $ 0.4728 $ 0.2045
Ratios (to average net assets):
Expenses## ..................... 0.92% 0.80% 0.62%
Net investment income .......... 5.49% 5.38% 5.08%
</TABLE>
<PAGE>

- ----------
APPENDIX A
- ----------

o INVESTMENT TECHNIQUES AND PRACTICES

In pursuing its investment objective, the series may engage in the
following investment techniques and practices, which are described,
together with their risks, in the SAI.

INVESTMENT TECHNIQUES/PRACTICES
..........................................................................

SYMBOLS x permitted -- not permitted
--------------------------------------------------------------------------

<TABLE>
<CAPTION>
CAPITAL CAPITAL CONSERVATIVE
BOND APPRECIATION OPPORTUNITIES GROWTH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Debt Securities
Asset-Backed Securities
Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities x -- -- --
Corporate Asset-Backed
Securities x -- -- --

Mortgage Pass-Through
Securities x -- -- --
Stripped Mortgage-Backed
Securities x -- -- --

Corporate Securities x x x x
Loans and Other Direct
Indebtedness x -- -- --

Lower Rated Bonds x x x --
Municipal Bonds x -- -- --

Speculative Bonds x x x --
U.S. Government Securities x x x --

Variable and Floating Rate
Obligations x x x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds x x x x

Equity Securities -- x x x

Foreign Securities Exposure

Brady Bonds x x x --
Depositary Receipts -- x x x

Dollar-Denominated Foreign
Securities x x -- --

Emerging Markets x x x x

Foreign Securities x x x x

Forward Contracts x x x x

Futures Contracts x x x x

Indexed Securities/Structured
Products -- x -- --

Inverse Floating Rate
Obligations -- -- -- --

Investment in Other Investment Companies

Open-End Funds x --* x --*
Closed-End Funds x --* x --*

Lending of Portfolio
Securities x --* x x

Leveraging Transactions

Bank Borrowings --* --* --* --*
Mortgage "Dollar-Roll"
Transactions --* --* --* --*

Reverse Repurchase
Agreements --* --* --* --*

Options

Options on Foreign Currencies x x x --*
Options on Futures Contracts x x x --*

Options on Securities x x x --*
Options on Stock Indices -- x x --*

Reset Options -- -- -- --*
"Yield Curve" Options x -- -- --*

Repurchase Agreements x x x x
Restricted Securities x x x x

Short Sales -- --* -- --*
Short Sales Against the Box -- --* x x

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments x -- -- --

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants -- x x x
"When-Issued" Securities x x x x

- ----------
* May only be modified with shareholder approval.
</TABLE>
<PAGE>

INVESTMENT TECHNIQUES/PRACTICES
...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GLOBAL
EMERGING EQUITY ASSET GLOBAL
GROWTH INCOME ALLOCATION GOVERNMENTS
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>
Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities -- x x --
Corporate Asset-Backed
Securities -- x x --

Mortgage Pass-Through
Securities -- x x x
Stripped Mortgage-Backed
Securities -- x x x

Corporate Securities x x x --
Loans and Other Direct
Indebtedness -- x x --

Lower Rated Bonds x x x --
Municipal Bonds -- x x --

Speculative Bonds x x x --
U.S. Government Securities x x x x

Variable and Floating Rate
Obligations x x x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds x x x x

Equity Securities x x x --

Foreign Securities Exposure

Brady Bonds -- x x x
Depositary Receipts x x x x

Dollar-Denominated Foreign Debt
Securities -- -- x x
Emerging Markets x x x x

Foreign Securities x x x x
Forward Contracts x x x x

Futures Contracts x x x x
Indexed Securities/Structured
Products -- x x x

Inverse Floating Rate
Obligations -- -- x x

Investment in Other Investment Companies

Open-End Funds x x x --*
Closed-End Funds x x x x

Lending of Portfolio Securities x x x x

Leveraging Transactions

Bank Borrowings --* --* --* --*
Mortgage "Dollar-Roll"
Transactions --* --* --* --*

Reverse Repurchase
Agreements --* --* --* --*

Options

Options on Foreign
Currencies x x x x
Options on Futures
Contracts x x x x

Options on Securities x x x x
Options on Stock Indices x x x x

Reset Options -- x x x
"Yield Curve" Options -- x x x

Repurchase Agreements x x x x
Restricted Securities x x x x

Short Sales -- -- -- --*
Short Sales Against the Box -- -- -- --*

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments -- x x x

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants x x -- x
"When-Issued" Securities x x x x

- ----------
* May only be modified with shareholder approval.
</TABLE>
<PAGE>

INVESTMENT TECHNIQUES/PRACTICES

...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GLOBAL
GLOBAL TOTAL GOVERNMENT HIGH
GROWTH RETURN SECURITIES YIELD
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>

Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities -- x x x
Corporate Asset-Backed
Securities -- x -- x

Mortgage Pass-Through
Securities -- x x x
Stripped Mortgage-Backed
Securities -- -- -- --

Corporate Securities x x -- x
Loans and Other Direct
Indebtedness -- -- -- x

Lower Rated Bonds x x -- x
Municipal Bonds -- x -- --

Speculative Bonds x x -- x
U.S. Government Securities x x x x

Variable and Floating Rate
Obligations x x x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds x x x x

Equity Securities x x --* x

Foreign Securities Exposure

Brady Bonds -- x -- x
Depositary Receipts x x -- --

Dollar-Denominated Foreign Debt
Securities -- x -- x
Emerging Markets x x -- x

Foreign Securities x x -- x
Forward Contracts x x -- x

Futures Contracts x x -- --*
Indexed Securities/Structured
Products -- x -- x

Inverse Floating Rate
Obligations -- x -- --

Investment in Other Investment Companies

Open-End Funds x x --* --*
Closed-End Funds x x --* --*

Lending of Portfolio Securities x x --* --*

Leveraging Transactions

Bank Borrowings --* --* --* --*
Mortgage "Dollar-Roll"
Transactions --* --* --* --*

Reverse Repurchase Agreements --* --* --* --*

Options

Options on Foreign Currencies x x -- --*
Options on Futures Contracts x x -- --*

Options on Securities x x -- --*
Options on Stock Indices x x -- --*

Reset Options -- x -- --*
"Yield Curve" Options -- x -- --*

Repurchase Agreements x x x x
Restricted Securities x x x x

Short Sales x -- --* --*
Short Sales Against the Box x -- --* --*

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments -- x -- x

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants x x -- x
"When-Issued" Securities x x x x

- ----------
*May only be modified with shareholder approval.
</TABLE>
<PAGE>

INVESTMENT TECHNIQUES/PRACTICES

...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MASSACHUSETTS
INTERNATIONAL INVESTORS
INTERNATIONAL GROWTH MANAGED GROWTH
GROWTH AND INCOME SECTORS STOCK
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>

Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities -- x -- --
Corporate Asset-Backed
Securities -- -- -- --

Mortgage Pass-Through
Securities -- x -- --
Stripped Mortgage-Backed
Securities -- -- -- --

Corporate Securities x x -- --
Loans and Other Direct
Indebtedness x x -- --

Lower Rated Bonds x x -- --
Municipal Bonds -- -- -- --

Speculative Bonds x x -- --
U.S. Government Securities x x x --

Variable and Floating Rate
Obligations x x x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds x x x --

Equity Securities x x x x

Foreign Securities Exposure

Brady Bonds x x -- --
Depositary Receipts x x x x

Dollar-Denominated Foreign Debt
Securities -- x -- --
Emerging Markets x x x x

Foreign Securities x x x x
Forward Contracts x x x x

Futures Contracts x x x x
Indexed Securities/Structured
Products x x -- --

Inverse Floating Rate
Obligations -- -- -- --

Investment in Other Investment Companies

Open-End Funds x x --* x
Closed-End Funds x x x x

Lending of Portfolio Securities x x --* x

Leveraging Transactions

Bank Borrowings -- -- --* --*
Mortgage "Dollar-Roll"
Transactions -- x --* --*

Reverse Repurchase Agreements -- x --* --*

Options

Options on Foreign Currencies x x x x
Options on Futures Contracts x x x x

Options on Securities x x x x
Options on Stock Indices x x x x

Reset Options -- -- -- --
"Yield Curve" Options x x -- --

Repurchase Agreements x x x x
Restricted Securities x x x x

Short Sales -- -- --* --
Short Sales Against the Box -- x x --

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments x x -- --

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants x x x --
"When-Issued" Securities x x x x

- ----------
*May only be modified with shareholder approval.
</TABLE>
<PAGE>

INVESTMENT TECHNIQUES/PRACTICES

...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MFS/
FOREIGN
& COLONIAL
EMERGING
MARKETS MONEY NEW
EQUITY MARKET DISCOVERY RESEARCH
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>

Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities -- -- -- --
Corporate Asset-Backed
Securities -- x -- --

Mortgage Pass-Through
Securities -- -- -- --
Stripped Mortgage-Backed
Securities -- -- -- --

Corporate Securities x x x x
Loans and Other Direct
Indebtedness -- -- -- --

Lower Rated Bonds x -- x x
Municipal Bonds -- --* -- --

Speculative Bonds x -- x x
U.S. Government Securities x x x x

Variable and Floating Rate
Obligations x x x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds x x x --

Equity Securities x --* x x

Foreign Securities Exposure

Brady Bonds x -- -- x
Depositary Receipts x -- x x

Dollar-Denominated Foreign Debt
Securities x x x x
Emerging Markets x -- x x

Foreign Securities x -- x x
Forward Contracts x -- x x

Futures Contracts x --* x --
Indexed Securities/Structured
Products x -- x x

Inverse Floating Rate Obligations -- -- -- --

Investment in Other Investment Companies

Open-End Funds x --* x x
Closed-End Funds x --* x x

Lending of Portfolio Securities x --* x x

Leveraging Transactions

Bank Borrowings -- --* --* --*
Mortgage "Dollar-Roll"
Transactions -- --* --* --*

Reverse Repurchase Agreements -- --* --* --*

Options

Options on Foreign Currencies x --* x --
Options on Futures Contracts x --* x --

Options on Securities x --* x --
Options on Stock Indices x --* x --

Reset Options -- --* x --
"Yield Curve" Options -- --* x --

Repurchase Agreements x x x x
Restricted Securities x -- x x

Short Sales -- --* x --
Short Sales Against the Box -- --* x --

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments -- -- x --

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants x -- x x
"When-Issued" Securities x -- x --

- ----------
*May only be modified with shareholder approval.
</TABLE>

<PAGE>

INVESTMENT TECHNIQUES/PRACTICES

...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
RESEARCH
GROWTH RESEARCH STRATEGIC TOTAL
AND INCOME INTERNATIONAL INCOME RETURN
SERIES SERIES SERIES SERIES
------ ------ ------ ------
<S> <C> <C> <C> <C>

Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through
Securities -- -- x x
Corporate Asset-Backed
Securities -- -- x x

Mortgage Pass-Through
Securities -- x x x
Stripped Mortgage-Backed
Securities -- -- x x

Corporate Securities -- x x x
Loans and Other Direct
Indebtedness -- -- x x

Lower Rated Bonds -- -- x x
Municipal Bonds -- -- x x

Speculative Bonds -- -- x x
U.S. Government Securities x x x x

Variable and Floating Rate
Obligations x -- x x
Zero Coupon Bonds, Deferred
Interest Bonds and PIK Bonds -- -- x x

Equity Securities x x x x

Foreign Securities Exposure

Brady Bonds -- -- x x
Depositary Receipts x x -- x

Dollar-Denominated Foreign Debt
Securities x x x x
Emerging Markets x x x x

Foreign Securities x x x x
Forward Contracts x x x x

Futures Contracts x x x --*
Indexed Securities/Structured
Products x x x x

Inverse Floating Rate Obligations -- -- x x

Investment in Other Investment Companies

Open-End Funds x x x --*
Closed-End Funds x x x x

Lending of Portfolio
Securities x x x x

Leveraging Transactions

Bank Borrowings --* --* --* --*
Mortgage "Dollar-Roll"
Transactions --* --* --* --*

Reverse Repurchase Agreements --* --* --* --*

Options

Options on Foreign Currencies x x x --*
Options on Futures Contracts x x x --*

Options on Securities x x x --*
Options on Stock Indices x x x --*

Reset Options x x x --*
"Yield Curve" Options x x x --*

Repurchase Agreements x x x x
Restricted Securities x x x x

Short Sales -- -- -- --*
Short Sales Against the Box -- -- -- --

Short Term Instruments x x x x
Swaps and Related Derivative
Instruments x x x x

Temporary Borrowings x x x x
Temporary Defensive Positions x x x x

Warrants x x x x
"When-Issued" Securities x x x x

- ----------
*May only be modified with shareholder approval.
</TABLE>
<PAGE>

INVESTMENT TECHNIQUES/PRACTICES

...............................................................................
SYMBOLS x permitted -- not permitted
- -------------------------------------------------------------------------------

ZERO
COUPON
SERIES,
UTILITIES PORTFOLIO
SERIES 2000
------ ------

Debt Securities
Asset-Backed Securities

Collateralized Mortgage
Obligations and
Multiclass Pass-Through Securities x --
Corporate Asset-Backed Securities x --

Mortgage Pass-Through Securities x --
Stripped Mortgage-Backed Securities -- --

Corporate Securities x --
Loans and Other Direct Indebtedness -- --

Lower Rated Bonds x --
Municipal Bonds x --

Speculative Bonds x --
U.S. Government Securities x x

Variable and Floating Rate Obligations x x
Zero Coupon Bonds, Deferred Interest
Bonds and PIK Bonds x x

Equity Securities x --*

Foreign Securities Exposure

Brady Bonds x --
Depositary Receipts x --

Dollar-Denominated Foreign Debt Securities x --
Emerging Markets x --

Foreign Securities x --
Forward Contracts x --

Futures Contracts x --*
Indexed Securities/Structured Products x --

Inverse Floating Rate Obligations -- --

Investment in Other Investment Companies

Open-End Funds x --*
Closed-End Funds x --*

Lending of Portfolio Securities x --*

Leveraging Transactions

Bank Borrowings --* --*
Mortgage "Dollar-Roll" Transactions --* --*

Reverse Repurchase Agreements --* --*

Options

Options on Foreign Currencies x --*
Options on Futures Contracts x --*

Options on Securities x --*
Options on Stock Indices x --*

Reset Options -- --*
"Yield Curve" Options -- --*

Repurchase Agreements x x
Restricted Securities x --

Short Sales --* --*
Short Sales Against the Box -- --*

Short Term Instruments x x
Swaps and Related Derivative
Instruments -- --

Temporary Borrowings x x
Temporary Defensive Positions x --

Warrants x --
"When-Issued" Securities x --

- ----------
*May only be modified with shareholder approval.
<PAGE>

MFS(R)/SUN LIFE SERIES TRUST

If you want more information about the trust and its series, the following
documents are available free upon request:

ANNUAL/SEMIANNUAL REPORTS. These reports contain information about the series'
actual investments. Annual reports discuss the effect of recent market
conditions and the series' investment strategy on the series' performance during
its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI). The SAI, dated May 1, 1999, provides
more detailed information about the trust and its series and is incorporated
into this Prospectus by reference.

YOU CAN GET FREE COPIES OF THE ANNUAL/SEMIANNUAL REPORTS, THE SAI AND OTHER
INFORMATION ABOUT THE TRUST AND ITS SERIES, AND MAKE INQUIRIES ABOUT THE TRUST
AND ITS SERIES, BY CONTACTING:

Sun Life Assurance Company of Canada (U.S.)
Retirement Products and Services Division
P.O. Box 1024
Boston, MA 02103
Telephone: 1-800-752-7215

Information about the series (including its prospectus, SAI and
shareholder reports) can be reviewed and copied at the:

Public Reference Room
Securities and Exchange Commission
Washington, D.C., 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling the Commission at 1-800-SEC-0330. Reports and other information about
the series are available on the Commission's Internet website at
HTTP://WWW.SEC.GOV, and copies of this information may be obtained, upon payment
of a duplicating fee, by writing the Public Reference Section at the above
address.

The trust's Investment Company Act file number is 811-3732.
<PAGE>

- -------------------------
MFS/SUN LIFE SERIES TRUST
- -------------------------

MAY 1, 1999

[Logo] M F S(R) STATEMENT OF ADDITIONAL
INVESTMENT MANAGEMENT INFORMATION
75 YEARS
WE INVENTED THE MUTUAL FUND(R)

MFS/SUN LIFE SERIES TRUST
500 BOYLSTON STREET, BOSTON, MA 02116
(617) 954-5000

This Statement of Additional Information, as amended or supplemented from time
to time (the "SAI"), sets forth information which may be of interest to
investors but which is not necessarily included in the Trust's Prospectus dated
May 1, 1999, as supplemented from time to time. This SAI should be read in
conjunction with the Prospectus, a copy of which may be obtained without charge
by contacting Sun Life Assurance Company of Canada (U.S.) (see back cover for
address and phone number).

This SAI relates to the 26 Series of the Trust identified on page two hereof.
Shares of these Series are offered to separate accounts of Sun Life Assurance
Company of Canada (U.S.) and its affiliates that fund variable annuity and
variable life insurance contracts.

THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS.

<PAGE>

TABLE OF CONTENTS
Page
----

1. Definitions ............................................................ 3
2. Investment Techniques, Practices and Risks ............................. 3
3. Investment Restrictions ................................................ 5
4. Management of the Series Fund .......................................... 12
Trustees ............................................................ 12
Officers ............................................................ 12
Investment Adviser .................................................. 13
Administrator ....................................................... 17
Custodian ........................................................... 18
Shareholder Servicing Agent ......................................... 18
5. Independent Accountants and Financial Statements ....................... 19
6. Additional Information with Respect to Shares of Each Series ........... 19
Purchases ........................................................... 19
Exchange Privilege .................................................. 19
Net Asset Value, Dividends and Distributions ........................ 19
Tax Status .......................................................... 21
Description of Shares, Voting Rights and Liabilities ................ 21
7. Portfolio Transactions and Brokerage Commissions ....................... 22
Appendix A - Investment Techniques, Practices and Risks ................ A-1
Appendix B - Description of Bond Ratings ............................... B-1

<PAGE>

1. DEFINITIONS
"Series Fund" -- MFS/Sun Life Series Trust, a
Massachusetts business trust. The Series
Fund changed its name from "Compass
Series Trust" in January, 1985. The
shares of each series will be used to
fund benefits under variable annuity
contracts and variable life insurance
contracts. The Trust has 26 series as
follows:

1. Bond Series
2. Capital Appreciation Series
3. Capital Opportunities Series
4. Conservative Growth Series
5. Emerging Growth Series
6. Equity Income Series
7. Global Asset Allocation Series
8. Global Governments Series
9. Global Growth Series
10. Global Total Return Series
11. Government Securities Series
12. High Yield Series
13. International Growth Series
14. International Growth and Income
Series
15. Managed Sectors Series
16. Massachusetts Investors Growth
Stock Series
17. MFS/Foreign & Colonial Emerging
Markets Equity Series
18. Money Market Series
19. New Discovery Series
20. Research Series
21. Research Growth and Income Series
22. Research International Series
23. Strategic Income Series
24. Total Return Series
25. Utilities Series
26. Zero Coupon Series,
Portfolio 2000

The International Growth Series and
International Growth and Income Series
were previously known as the MFS/Foreign
& Colonial International Growth Series
and MFS/Foreign & Colonial International
Growth and Income Series until their
names were changed on September 8, 1997.
The Capital Opportunities Series was
previously known as the Value Series
until its name was changed on March 29,
1998. The Global Asset Allocation Series,
Global Governments Series, Global Growth
Series and Global Total Return Series
were previously known as the World Asset
Allocation Series, World Governments
Series, World Growth Series and World
Total Return Series until their names
were changed on April , 1999.

"Sun Life of Canada (U.S.)" -- Sun Life Assurance Company of Canada
(U.S.), a Delaware corporation.

"Sun Life (N.Y.)" -- Sun Life Insurance and Annuity Company of
New York, a New York corporation.

"Contracts" -- Variable annuity and variable life
insurance contracts issued by Sun Life of
Canada (U.S.), Sun Life (N.Y.) or any of
their affiliated companies.

"Variable Accounts" -- Variable accounts established by Sun Life
of Canada (U.S.), Sun Life (N.Y.) and
their affiliated companies to fund
Contracts.

"MFS" or the "Adviser" -- Massachusetts Financial Services Company,
a Delaware corporation.

"Prospectus" -- The Prospectus of the Series Fund, dated
May 1, 1999, as amended or supplemented
from time to time.

2. INVESTMENT TECHNIQUES, PRACTICES AND RISKS
The investment objective and principal investment policies of each Series are
described in the Prospectus. In pursuing its investment objective and
principal investment policies, a Series may engage in a number of investment
techniques and practices, which involve certain risks. These investment
techniques and practices, which may be changed without shareholder approval
unless indicated otherwise, are identified in Appendix A to the Prospectus,
and are more fully described, together with their associated risks, in
Appendix A of this SAI. The following percentage limitations (as a percentage
of net assets) apply to these investment techniques and practices:

<TABLE>
<CAPTION>
PERCENTAGE LIMITATION
INVESTMENT POLICY (BASED ON NET ASSETS)
----------------- ---------------------
<S> <C>
1. BOND SERIES
Non-Dollar Denominated Non-Canadian
Foreign Securities: ........................................ 10%
Lower Rated Bonds: ......................................... up to (but not including) 20%
Securities Lending: ........................................ 30%
2. CAPITAL APPRECIATION SERIES
Foreign Securities: ........................................ 25%
Lower Rated Bonds: ......................................... 5%
3. CAPITAL OPPORTUNITIES SERIES
Foreign Securities: ........................................ 35%
Lower Rated Bonds: ......................................... 15%
Securities Lending: ........................................ 30%
4. CONSERVATIVE GROWTH SERIES
Foreign Securities: ........................................ up to (but not including) 20%
Securities Lending: ........................................ 30%
5. EMERGING GROWTH SERIES
Foreign Securities: ........................................ 15%
Lower Rated Bonds: ......................................... 5%
Securities Lending: ........................................ 30%
6. EQUITY INCOME SERIES
Foreign Securities: ........................................ up to 35%
Lower Rated Bonds: ......................................... up to (but not including) 20%
Securities Lending: ........................................ 30%
7. GLOBAL ASSET ALLOCATION SERIES
Lower Rated Bonds: ......................................... 70%
Securities Lending: ........................................ 30%
8. GLOBAL GOVERNMENTS SERIES
Foreign Securities: ........................................ 100%
Emerging Market Securities: ................................ up to (but not including) 20%
Lower Rated Bonds: ......................................... 0%
Securities Lending: ........................................ 30%
9. GLOBAL GROWTH SERIES
Foreign Securities: ........................................ 100%
Lower Rated Bonds: ......................................... 5%
Securities Lending: ........................................ 30%
10. GLOBAL TOTAL RETURN SERIES
Foreign Securities: ........................................ 90%
Lower Rated Bonds: ......................................... 5%
Securities Lending: ........................................ 30%
11. HIGH YIELD SERIES
Foreign Securities: ........................................ 25%
Emerging Market Securities: ................................ 5%
Lower Rated Bonds: ......................................... 100%
12. INTERNATIONAL GROWTH SERIES
Emerging Market Securities: ................................ 25%
Lower Rated Bonds: ......................................... 10%
Securities Lending: ........................................ 30%

13. INTERNATIONAL GROWTH AND INCOME SERIES
Emerging Market Securities: ................................ 10%
Lower Rated Bonds: ......................................... up to (but not including) 20%
Securities Lending: ........................................ 30%

14. MANAGED SECTORS SERIES
Foreign Securities: ........................................ up to (but not including) 20%

15. MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
Foreign Securities: ........................................ 30%
Securities Lending: ........................................ 30%

16. MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
Emerging Market Securities: ................................ 100%
Lower Rated and Brady Bonds: ............................... 15%
Securities Lending: ........................................ 30%
17. MONEY MARKET SERIES
Finance Companies, Banks, Bank Holding Companies and
Utilities Companies: ......................................... up to 75%
Bank Obligations Where the Issuing Bank Has Capital, Surplus
and Undivided Profit Less Than or Equal to $100 million: ..... up to 10%
18. NEW DISCOVERY SERIES
Foreign Securities: ........................................ up to (but not including) 20%
Lower Rated Bonds: ......................................... 10%
Securities Lending: ........................................ 30%
Short Sales: ............................................... 40% (value of underlying securities)
19. RESEARCH SERIES
Foreign Securities: ........................................ up to (but not including) 20%
Lower Rated Bonds: ......................................... 10%
Securities Lending: ........................................ 30%
20. RESEARCH GROWTH AND INCOME SERIES
Foreign Securities: ........................................ up to (but not including) 20%
Securities Lending: ........................................ 30%
21. RESEARCH INTERNATIONAL SERIES
Emerging Market Securities: ................................ 25%
Securities Lending: ........................................ 30%
22. STRATEGIC INCOME SERIES
Foreign Securities: ........................................ 50%
Lower Rated Bonds: ......................................... 100%
Securities Lending: ........................................ 30%
23. TOTAL RETURN SERIES
Foreign Securities: ........................................ up to (but not including) 20%
Lower Rated Bonds: ......................................... up to (but not including) 20%
Securities Lending: ........................................ 30%
24. UTILITIES SERIES
Foreign Securities: ........................................ 35%
Lower Rated Bonds: ......................................... up to (but not including) 20%
Securities Lending: ........................................ 30%
</TABLE>

3. INVESTMENT RESTRICTIONS
The Series Fund has adopted the following policies which apply to the various
Series and, except where specifically indicated, cannot be changed with
respect to any Series without the approval of the holders of a majority of the
shares of that Series (which, as used in this SAI, means the lesser of (i) 67%
or more of the outstanding shares present at a meeting at which holders of
more than 50% of the outstanding shares are represented in person or by proxy,
or (ii) more than 50% of the outstanding shares):

(1) INVESTMENT RESTRICTIONS THAT APPLY TO THE CAPITAL APPRECIATION SERIES,
CONSERVATIVE GROWTH SERIES, GOVERNMENT SECURITIES SERIES, HIGH YIELD
SERIES, MANAGED SECTORS SERIES, MONEY MARKET SERIES, TOTAL RETURN SERIES,
GLOBAL GOVERNMENTS SERIES AND ZERO COUPON SERIES.

None of these Series may, except as indicated:

(1) Enter into repurchase agreements if, as a result of such agreement,
more than 10% of the Series' total assets valued at the time of the
transaction would be subject to repurchase agreements maturing in more
than seven days.

(2) Lend money or securities, provided that the making of time or demand
deposits with banks and the purchase of debt securities such as bonds,
debentures, commercial paper, repurchase agreements and short-term
obligations in accordance with its investment objectives and policies are
not prohibited; and provided that the Conservative Growth Series, Total
Return Series, Global Governments Series and Managed Sectors Series may
purchase a portion of an issue of debt securities of types commonly
distributed privately to financial institutions, and provided that this
shall not prohibit the Global Governments Series, Total Return Series or
Conservative Growth Series from lending securities in accordance with
their investment objectives or the Managed Sectors Series from purchasing
convertible debt instruments consistent with its investment objectives.
For the purposes of this restriction, the purchase of short-term
commercial paper or a portion of an issue of debt securities which are
part of an issue to the public shall not be considered the making of a
loan.

(3) Borrow money except as a temporary measure for extraordinary or
emergency purposes and then only in an amount up to 1/3 of the value of
its total assets, in order to meet redemption requests without immediately
selling any portfolio securities (any such borrowings under this section
will not be collateralized). If, for any reason, the current value of the
total assets of any Series falls below an amount equal to three times the
amount of its indebtedness for money borrowed, that series will, within
three business days, reduce its indebtedness to the extent necessary. No
series will borrow for leverage purposes. No series will purchase any
investments while borrowings are outstanding. For this purpose a borrowing
shall not be deemed the issuance of a senior security.

(4) Write, purchase or sell puts, calls or combinations thereof, provided
however that warrants and convertible securities may be purchased and sold
by a Series, and provided further that this shall not prevent the Capital
Appreciation Series, the Government Securities Series, the Global
Governments Series or the Managed Sectors Series from writing, purchasing
and selling puts, calls or combinations thereof or from purchasing,
owning, holding or selling contracts for the future delivery of securities
or currencies in accordance with their objectives and policies.

(5) Purchase or retain the securities of any issuer if any of the members
of the Series Fund's Board of Trustees or the Directors and officers of
Sun Life of Canada (U.S.), Sun Life (N.Y.) or MFS own beneficially more
than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.

(6) Invest for the purpose of exercising control or management of another
issuer.

(7) Invest in oil, gas or other mineral exploration or development
programs.

(8) Purchase securities of other investment companies, except that the
Government Securities Series may purchase U.S. Government-related
Securities in accordance with its investment objectives and policies; and
except, as regards the Total Return Series, the Global Governments Series
and the Managed Sectors Series, by purchase in the open market where no
commission or profit to a sponsor or dealer results from such purchase
other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger
or consolidation; and provided, however that the Managed Sectors Series
shall not purchase the securities of any investment company if such
purchase at the time thereof would cause more than 10% of the Series'
total assets (taken at market value) to be invested in the securities of
such issuers; and provided, further, that these Series shall not purchase
securities issued by any registered open-end investment company.

(9) Underwrite securities issued by others except to the extent the Series
may be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.

(10) Make short sales of securities or purchase any securities on margin
except to obtain such short term credits as may be necessary for the
clearance of transactions; provided that this shall not prevent the
Capital Appreciation Series, Government Securities Series, Global
Governments Series or Managed Sectors Series from making margin deposits
in connection with options, Futures Contracts, Options on Futures
Contracts, Forward Contracts or options on foreign currencies; and
provided that this shall not prevent the Total Return Series, Managed
Sectors Series or Conservative Growth Series from making any short sales
of securities or selling a security which it does not own if, by virtue of
its ownership of other securities, the Series has, at the time of sale, a
right to obtain securities without payment of further consideration
equivalent in kind and amount to the securities sold and provided that if
such right is conditional, the sale is made upon the same conditions.

(11) Invest in commodities or commodity futures contracts or in real
estate; except that this restriction shall not prevent the Capital
Appreciation Series, Government Securities Series, Global Governments
Series or Managed Sectors Series from writing, selling or purchasing
Futures Contracts, Options on Futures Contracts, Forward Contracts or
options on foreign currencies or from holding or selling real estate or
mineral leases, commodities or commodity contracts acquired as a result of
the ownership of securities in accordance with their investment objectives
and policies and provided that this restriction shall not apply to the
Conservative Growth Series;

(2) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE CAPITAL APPRECIATION SERIES

The Capital Appreciation Series will operate under the general investment
restrictions described above. In addition, the Capital Appreciation Series
will not:

(1) Purchase securities of any issuer (other than obligations of, or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
as a result of such purchase, more than 5% of the value of its assets
would be invested in the securities of that issuer.

(2) Purchase more than 10% of any class of securities of any issuer. All
debt securities and all preferred stocks shall each be considered one
class.

(3) Concentrate more than 25% of the value of its assets in any one
industry. Water, communications, electric, and gas utilities shall each be
considered a separate industry.

(4) Invest more than 10% of its total assets in securities of issuers
which are not readily marketable (including repurchase agreements maturing
in more than seven days).

(3) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE CONSERVATIVE GROWTH SERIES

The Conservative Growth Series will operate under the general investment
restrictions described above. In addition, the Conservative Growth Series will
not:

(1) Pledge, mortgage or hypothecate an amount of assets which (taken at
market value) exceeds 15% of its gross assets (taken at the lower of cost
or market value).

(2) Concentrate more than 25% of the value of its assets in any one
industry.

(3) Purchase securities of any issuer (other than obligations of or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
as a result of such purchase, more than 5% of the value of its assets
would be invested in the securities of that issuer.

(4) Purchase voting securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held by the Conservative Growth Series; or purchase
securities of any issuer if such purchase at the time thereof would cause
the Conservative Growth Series to hold more than 10% of any class of
securities of such issuer. For this purpose all indebtedness of an issuer
shall be deemed a single class and all preferred stock of an issuer shall
be deemed a single class.

(5) Invest more than 10% of its total assets, taken at market value, in
securities of issuers which are not readily marketable (including
repurchase agreements maturing in more than seven days).

(6) Purchase or sell real estate (including limited partnership interests
but excluding securities of companies, such as real estate investment
trusts, which deal in real estate or interests therein) or mineral leases,
commodities or commodity contracts in the ordinary course of its business.
The Conservative Growth Series reserves the freedom of action to hold and
to sell real estate or mineral leases, commodities or commodity contracts
acquired as a result of the ownership of securities, but will not purchase
securities for the purpose of acquiring real estate or mineral leases,
commodities or commodity contracts.

(4) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE GOVERNMENT SECURITIES
SERIES

The Government Securities Series will operate under the general investment
restrictions described above. In addition, the Government Securities Series
will not:

(1) Purchase securities of any issuer (other than obligations of or
guaranteed by the U.S. Government, its agencies or instrumentalities that
are backed by the full faith and credit of the U.S. Government) if, as a
result of such purchase, more than 10% of the value of its assets would be
invested in securities of that issuer (for this purpose, investments in
certificates representing individual interests in pools of U.S. Treasury
securities will be treated as direct investments in U.S. Treasury
obligations).

(2) Purchase more than 10% of any class of securities of any issuer (for
this purpose all indebtedness of an issuer shall be deemed a single
class).

(3) Purchase equity securities or voting securities.

(4) Purchase interests in pools of mortgages evidenced by direct pass
through mortgage certificates if, as a result of such purchase, more than
90% of the value of its assets would be evidenced by direct pass through
mortgage certificates.

(5) Invest in securities of issuers which are not readily marketable
(except for repurchase agreements maturing in more than seven days).

(5) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE HIGH YIELD SERIES

The High Yield Series will operate under the general investment restrictions
described above. In addition, the High Yield Series will not:

(1) Purchase securities of any issuer (other than obligations of or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
as a result of such purchase, more than 10% of the value of its assets
would be invested in the securities of that issuer.

(2) Concentrate more than 25% of the value of its assets in any one
industry. Water, communications, electric, and gas utilities shall each be
considered a separate industry.

(3) Invest more than 10% of its total assets, taken at market value, in
securities of issuers which are not readily marketable (including
repurchase agreements maturing in more than seven days).

(6) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE MANAGED SECTORS SERIES:

The Managed Sectors Series will operate under the general investment
restrictions described above. In addition, the Managed Sectors Series will
not:

(1) Purchase the securities of any issuer (other than obligations of, or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
as to 50% of the series' total assets, such purchase, at the time thereof,
would cause more than 5% of its total assets, taken at market value, to be
invested in the securities of such issuer.

(2) Purchase voting securities of any issuer if, as to 50% of the value of
the series' assets, such purchase, at the time thereof, would cause more
than 10% of the outstanding voting securities of such issuer to be held by
the Series.

(3) Invest more than 10% of its total assets, taken at market value, in
securities of issuers which are not readily marketable (including
repurchase agreements maturing in more than seven days).

(7) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE MONEY MARKET SERIES

The Money Market Series will operate under the general investment restrictions
described above. In addition, the Money Market Series will not:

(1) Purchase securities of any issuer (other than obligations of or
guaranteed by the U.S. Government, its agencies or instrumentalities) if,
as a result of such purchase, more than 5% of the value of its assets
would be invested in securities of that issuer.

(2) Purchase more than 10% of any class of securities of any issuer (for
this purpose all indebtedness of an issuer shall be deemed a single
class).

(3) Concentrate more than 25% of the value of its assets in any one
industry, provided that this restriction shall not apply to obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, or certificates of deposit or securities issued or
guaranteed by domestic banks.

(4) Purchase equity securities, voting securities or local or state
government securities.

(5) Invest in securities of issuers which are not readily marketable
(except for repurchase agreements maturing in more than seven days).

(8) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE TOTAL RETURN SERIES:

The Total Return Series will operate under the general investment restrictions
described above. In addition, the Total Return Series will not:

(1) Concentrate its investments in any particular industry, but if it is
deemed appropriate for the attainment of its investment objectives, up to
25% of its assets, taken at market value at the time of each investment,
may be invested in any one industry.

(2) Purchase the securities of any issuer (other than obligations of, or
guaranteed by the U.S. government, its agencies or instrumentalities) if
such purchase, at the time thereof, would cause more than 5% of its total
assets, taken at market value, to be invested in the securities of such
issuer.

(3) Purchase voting securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held by the Series, or purchase securities of any issuer
if such purchase at the time thereof, would cause the series to hold more
than 10% of any class of securities of such issuer. For this purpose, all
indebtedness of an issuer shall be deemed a single class and all preferred
stock of an issuer shall be deemed a single class.

(4) Invest more than 10% of its total assets, taken at market value, in
securities of issuers which are not readily marketable (including
repurchase agreements maturing in more than seven days).

(9) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE GLOBAL GOVERNMENTS SERIES:

The Global Governments Series will operate under the general investment
restrictions described above. In addition, the Global Governments Series will
not:

(1) Purchase the securities of any issuer (other than obligations of, or
guaranteed by the U.S. Government, its agencies or instrumentalities) if
such purchase at the time thereof would cause more than 10% of the voting
securities of such issuer to be held by the Series.

(2) Invest more than 10% of its total assets, taken at market value, in
securities of issuers which are not readily marketable (including
repurchase agreements maturing in more than seven days).

(10) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE ZERO COUPON SERIES

The Zero Coupon Series will operate under the general investment restrictions
described above. In addition, the Zero Coupon Series will not:

(1) Purchase securities of any issuer (other than the U.S. Treasury) if,
as a result of such purchase, more than 10% of the value of its assets
would be invested in securities of that issuer (for this purpose,
investments in certificates representing individual interests in pools of
U.S. Treasury securities will be treated as direct investments in U.S.
Treasury obligations).

(2) Purchase more than 10% of any class of securities of any issuer (for
this purpose all indebtedness of an issuer shall be deemed a single
class).

(3) Purchase equity securities, voting securities, securities of agencies
or instrumentalities of the U.S. Government which are not backed by the
full faith and credit of the U.S. Treasury.

(4) Invest in securities of issuers which are not readily marketable
(except for repurchase agreements maturing in more than seven days).

PERCENTAGE RESTRICTIONS: With respect to the above restrictions (1) through
(10) applicable to all Series except the Emerging Growth Series, Research
Series, Global Asset Allocation Series, Global Growth Series, Global Total
Return Series and the Utilities Series, if a percentage restriction is adhered
to at the time of investment, a later increase or decrease in percentage
beyond the specified limit resulting from a change in values or assets will
not be considered a violation of policy.

(11) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE UTILITIES SERIES

The Utilities Series will not:

(1) Borrow amounts in excess of 33 1/3% of its gross assets, and then only
as a temporary measure for extraordinary or emergency purposes, or pledge,
mortgage or hypothecate its assets (taken at market value) to an extent
greater than 33 1/3% of its gross assets, in each case taken at the lower
of cost or market value and subject to a 300% asset coverage requirement
(for the purpose of this restriction, collateral arrangements with respect
to options, Futures Contracts, Options on Futures Contracts, Forward
Contracts and Options on Foreign Currencies and payments of initial and
variation margin in connection therewith are not considered a pledge of
assets); while such borrowings exceed 5% of the Series' gross assets, no
securities may be purchased; however, the Series may complete the purchase
of securities already contracted for;

(2) Underwrite securities issued by other persons except insofar as the
Series may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;

(3) Invest 25% or more of the market value of its total assets in
securities of issuers in any one industry (excluding obligations of the
U.S. Government and repurchase agreements collateralized by obligations of
the U.S. Government), except that the series will invest at least 25% of
its total assets in the utilities industry;

(4) Purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity
contracts (except foreign currencies, Forward Contracts, Futures
Contracts, options, Options on Futures Contracts and Options on Foreign
Currencies) in the ordinary course of its business. The Series reserves
the freedom of action to hold and to sell real estate and commodities
acquired as a result of the ownership of securities;

(5) Make loans to other persons except through the lending of its
portfolio securities and except through repurchase agreements. For these
purposes the purchase of commercial paper or all or a portion of an issue
of debt securities shall not be considered the making of a loan;

(6) Invest for the purpose of exercising control or management;

(7) Purchase any securities or evidences of interest therein on margin,
except that the Series may obtain such short-term credit as may be
necessary for the clearance of any transactions and except that the Series
may make margin deposits in connection with Futures Contracts, Options on
Futures Contracts, Forward Contracts, options and Options on Foreign
Currencies;

(8) Sell any security which the Series does not own unless by virtue of
its ownership of other securities the Series has at the time of sale a
right to obtain securities without payment of further consideration
equivalent in kind and amount to the securities sold and provided that if
such right is conditional the sale is made upon the same conditions;

(9) Invest in illiquid investments, including securities which are subject
to legal or contractual restrictions on resale, or for which there is no
readily available market (e.g., trading in the security is suspended or,
in the case of unlisted securities, market makers do not exist or will not
entertain bids or offers), unless the Board of Trustees of the Series Fund
has determined that such securities are liquid based upon trading markets
for the specific security, if more than 15% of the Series' assets (taken
at market value) would be invested in such securities.

Except with respect to Investment Restriction (1), these investment
restrictions applicable to the Utilities Series are adhered to at the time of
purchase or utilization of assets; a subsequent change in circumstances will
not be considered to result in a violation of policy.

OTHER INVESTMENT POLICIES THAT APPLY ONLY TO THE UTILITIES SERIES

The Utilities Series has also adopted the following additional nonfundamental
investment policies that may be required by various laws and administrative
positions. These investment policies are not fundamental and may be changed by
the Series without approval of its shareholders.

(a) Repurchase agreements maturing in more than seven days will be deemed to
be illiquid for purposes of the series' limitation on investment in illiquid
securities;

(b) Less than 5% of the Series' assets will be used to engage in short sales
permitted by Investment Restriction (8) above;

(c) The Series may not purchase voting securities of any issuer if such
purchase, at the time thereof, would cause more than 10% of the outstanding
voting securities of such issuer to be held by the Series (for this purpose,
all indebtedness of an issuer shall be deemed a single class and all preferred
stock of an issuer shall be deemed a single class); and

(d) The Series will only borrow amounts from banks and then only as permitted
by Investment Restriction (1).

(12) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE BOND SERIES, CAPITAL
OPPORTUNITIES SERIES, EMERGING GROWTH SERIES, EQUITY INCOME SERIES,
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES, NEW DISCOVERY SERIES,
RESEARCH GROWTH AND INCOME SERIES, RESEARCH INTERNATIONAL SERIES,
RESEARCH SERIES, STRATEGIC INCOME SERIES, VALUE SERIES, GLOBAL ASSET
ALLOCATION SERIES, GLOBAL GROWTH SERIES AND GLOBAL TOTAL RETURN SERIES
(SEE (13) BELOW FOR TWO ADDITIONAL RESTRICTIONS APPLICABLE ONLY TO THE
EMERGING GROWTH SERIES AND RESEARCH SERIES)

None of these Series may, except as indicated:

(1) Borrow amounts in excess of 33 1/3% of its assets including amounts
borrowed, and then only as a temporary measure for extraordinary or
emergency purposes;

(2) Underwrite securities issued by other persons except insofar as a
Series may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;

(3) Purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein and
securities of companies, such as real estate investment trusts, which deal
in real estate or interests therein), interests in oil, gas or mineral
leases, commodities or commodity contracts (excluding currencies, any type
of option, any type of futures contract, and Forward Contracts) in the
ordinary course of its business. The series reserve the freedom of action
to hold and to sell real estate, mineral leases, commodities or commodity
contracts (including currencies, any type of option, any type of futures
contract, and Forward Contracts) acquired as a result of the ownership of
securities;

(4) Issue any senior securities except as permitted by the 1940 Act. (For
purposes of this restriction, collateral arrangements with respect to any
type of option, any type of swap agreement, Forward Contracts and any type
of futures contract and collateral arrangements with respect to initial
and variation margin are not deemed to be the issuance of a senior
security);

(5) Make loans to other persons. For these purposes the purchase of short-
term commercial paper, the purchase of a portion or all of an issue of
debt securities, the purchase of loan participations and other direct
indebtedness in accordance with its investment objectives, the lending of
portfolio securities, and the investment of a Series' assets in repurchase
agreements shall not be considered the making of a loan; or

(6) Purchase any securities of an issuer of a particular industry, if as a
result 25% or more of its gross assets would be invested in securities of
issuers whose principal business activities are in the same industry
(except for obligations issued or guaranteed by the U.S. Government or its
agencies, authorities or instrumentalities and repurchase agreements
collateralized by such obligations).

Except with respect to Investment Restriction (1), these investment
restrictions and the investment restrictions below are adhered to at the time
of purchase or utilization of assets; a subsequent change in circumstances
will not be considered to result in a violation of policy;

OTHER INVESTMENT POLICIES THAT APPLY TO THE BOND SERIES, EMERGING GROWTH
SERIES, EQUITY INCOME SERIES, MASSACHUSETTS INVESTORS GROWTH STOCK SERIES, NEW
DISCOVERY SERIES, RESEARCH GROWTH AND INCOME SERIES, RESEARCH INTERNATIONAL
SERIES, RESEARCH SERIES, STRATEGIC INCOME SERIES, CAPITAL OPPORTUNITIES
SERIES, GLOBAL ASSET ALLOCATION SERIES, GLOBAL GROWTH SERIES AND GLOBAL TOTAL
RETURN SERIES

The Bond Series, Emerging Growth Series, Equity Income Series, Massachusetts
Investors Growth Stock Series, New Discovery Series, Research Growth and
Income Series, Research International Series, Research Series, Strategy Income
Series, Capital Opportunities Series, Global Asset Allocation Series, Global
Growth Series and Global Total Return Series have the following additional
nonfundamental policies which may be changed without shareholder approval.
Each of these Series will not:

(1) Invest in illiquid investments, including securities subject to legal
or contractual restrictions on resale or for which there is no readily
available market (e.g., trading in the security is suspended, or, in the
case of unlisted securities, where no market exists) if more than 15% of
the Series' net assets (taken at market value) would be invested in such
securities. Repurchase agreements maturing in more than seven days will be
deemed to be illiquid for purposes of this limitation. Securities that are
not registered under the 1933 Act and sold in reliance on Rule 144A
thereunder, but are determined to be liquid by the Series Fund's Board of
Trustees (or its delegee), will not be subject to this 15% limitation;

(2) Invest for the purpose of exercising control or management; or

(3) Pledge, mortgage or hypothecate in excess of 33 1/3% of its gross
assets. For purposes of this restriction, collateral arrangements with
respect to any type of option, any type of futures contracts, any type of
swap agreement, Forward Contracts, short sales and payments of initial and
variation margin in connection therewith, in each case in accordance with
the Series' investment objectives and policies, are not considered a
pledge of assets.

OTHER INVESTMENT POLICIES THAT APPLY TO THE EMERGING GROWTH SERIES, RESEARCH
GROWTH AND INCOME SERIES, RESEARCH SERIES, CAPITAL OPPORTUNITIES SERIES,
GLOBAL ASSET ALLOCATION SERIES, GLOBAL GROWTH SERIES, AND GLOBAL TOTAL RETURN
SERIES

The Emerging Growth Series, Research Growth and Income Series, Research
Series, Capital Opportunities Series, Global Asset Allocation Series, Global
Growth Series, and Global Total Return Series have the following additional
nonfundamental policy which may be changed without shareholder approval. Each
of these Series will not:

(1) Purchase securities while borrowings pursuant to fundamental
Investment Restriction (1) exceed 5% of the Series' total assets; however,
a Series may complete the purchase of securities already contracted for.

(13) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE EMERGING GROWTH SERIES AND
THE RESEARCH SERIES.

Neither the Emerging Growth Series nor the Research Series may:

(1) Purchase the securities of any issuer if such purchase, at the time
thereof, would cause more than 5% of its total assets (taken at market
value) to be invested in the securities of such issuer, other than U.S.
Government securities;

(2) Purchase voting securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held by the Series; or purchase securities of any issuer
if such purchase at the time thereof would cause the Series to hold more
than 10% of any class of securities of such issuer. For this purpose, all
indebtedness of an issuer shall be deemed a single class and all preferred
stock of an issuer shall be deemed a single class.

(14) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE MFS/FOREIGN & COLONIAL
EMERGING MARKETS EQUITY SERIES, INTERNATIONAL GROWTH SERIES AND
INTERNATIONAL GROWTH AND INCOME SERIES.

None of these Series may, except as indicated:

(1) Borrow amounts in excess of 33 1/3% of its assets including amounts
borrowed;

(2) Underwrite securities issued by other persons except insofar as a
Series may technically be deemed an underwriter under the Securities Act
of 1933 in selling a portfolio security;

(5) Make loans to other persons. For these purposes, the purchase of
short-term commercial paper, the purchase of a portion or all of an issue
of debt securities, the purchase of loan participations and other direct
indebtedness in accordance with its investment objectives, the lending of
portfolio securities, and the investment of a series' assets in repurchase
agreements shall not be considered the making of a loan; or

OTHER INVESTMENT POLICIES THAT APPLY TO THE MFS/FOREIGN COLONIAL EMERGING
MARKETS EQUITY SERIES, INTERNATIONAL GROWTH SERIES AND INTERNATIONAL GROWTH
AND INCOME SERIES.

The following additional nonfundamental policies may be changed without
shareholder approval. Each of these Series will not:

(1) Invest in illiquid investments, including securities subject to legal
or contractual restrictions on resale or for which there is no readily
available market (e.g., trading in the security is suspended, or, in the
case of unlisted securities, where no market exists) if more than 15% of
the series' net assets (taken at market value) would be invested in such
securities. Repurchase agreements maturing in more than seven days will be
deemed to be illiquid for purposes of this limitation. Securities that are
not registered under the 1933 Act and sold in reliance on Rule 144A
thereunder, but are determined to be liquid by the Series Fund's Board of
Trustees (or its delegee), will not be subject to this 15% limitation;

(2) Pledge, mortgage or hypothecate in excess of 33 1/3% of its gross
assets. For purposes of this restriction, collateral arrangements with
respect to any type of option, any type of futures contracts, any type of
swap agreement, Forward Contracts and payments of initial and variation
margin in connection therewith are not considered a pledge of assets; or

(3) Invest for the purpose of exercising control or management.

------------------------

INSURANCE LAW RESTRICTIONS: In connection with the Series Fund's agreement to
sell shares to the Variable Accounts, MFS and Sun Life of Canada (U.S.), Sun
Life (N.Y.) or any of their affiliated companies may enter into agreements,
required by certain state insurance departments, under which MFS may agree to
use its best efforts to ensure that the Series Fund complies with the
investment restrictions and limitations prescribed by state insurance laws,
and the regulations promulgated thereunder, insofar as such investment
restrictions and limitations are applicable to the investment of assets of the
Variable Accounts in shares of the Series Fund, and to permit Sun Life of
Canada (U.S.), Sun Life (N.Y.) or any of their affiliated companies to monitor
investments made by the Series Fund to ensure compliance with those
restrictions and limitations. If the Series Fund fails to comply with such
restrictions or limitations, the Variable Accounts will take appropriate
action, which might include ceasing to make investments in the Series Fund or
ceasing to issue Contracts in the state imposing the limitation. It is not
expected that such restrictions and limitations will have a significant impact
on the operations of the Series Fund.

4. MANAGEMENT OF THE SERIES FUND
The Series Fund's Board of Trustees provides broad supervision over the
affairs of the Series Fund. MFS is responsible for the investment management
of each series, and the officers of the Series Fund are responsible for the
Series Fund's operations. The Trustees and officers are listed below, together
with their principal occupations during the past five years. (Their titles may
have varied during that period.)

TRUSTEES
SAMUEL ADAMS (born 10/19/25)
Partner, Warner & Stackpole (Attorneys)
Address: 75 State Street, Boston, Massachusetts

J. KERMIT BIRCHFIELD (born 1/8/40)
Consultant; Display Tech, Inc. (manufacturer of liquid crystal display
technology), Chairman; Century Partners, Inc. (investments), Managing
Director; HPSC, Inc. (medical financing), Director; Dairy Mart Convenience
Stores, Inc. (convenience stores), Director; Intermountain Gas Company, Inc.
(public utility gas distribution), Director; and M/A-Com, Inc. (manufacturer
of microwave communications equipment), Senior Vice President and General
Counsel (May 1990 to December 1995).
Address: 33 Way Road, Gloucester, Massachusetts

WILLIAM R. GUTOW (born 9/27/41
Private Investor; Real Estate Consultant; Capitol Entertainment (Blockbuster
Video Franchise), Vice Chairman
Address: 3102 Maple Avenue, #100, Dallas, Texas

DAVID D. HORN** (born 6/7/41)
Retired. Former Senior Vice President and General Manager for the United
States, Sun Life Assurance Company of Canada
Address: Strong Road, New Vineyard, Maine

GARTH MARSTON (born 4/28/26)
Retired. Former Chairman, Provident Institution for Savings
Address: 90 Beacon Street, Boston, Massachusetts

JOHN D. McNEIL**, Chairman (born 2/17/34)
Chairman and Director, Sun Life Assurance Company of Canada
Address: 150 King Street West, Toronto, Ontario, Canada

DERWYN F. PHILLIPS (born 8/31/30)
Retired. Former Vice Chairman, The Gillette Company
Address: One Cliff Street, Marblehead, Massachusetts

OFFICERS
W. THOMAS LONDON*, Treasurer (born 3/1/44)
Senior Vice President and Assistant Treasurer, Massachusetts Financial
Services Company
Address: 500 Boylston Street, Boston, Massachusetts

JAMES O. YOST*, Assistant Treasurer (born (6/12/60)
Senior Vice President, Massachusetts Financial Services Company
Address: 500 Boylston Street, Boston, Massachusetts

MARK E. BRADLEY*, Assistant Treasurer (born 11/23/59)
Massachusetts Financial Services Company, Vice President (since March 1997);
Putnam Investments, Vice President (from September 1994 until March 1997);
Ernst & Young, Senior Tax Manager (prior to September 1994).

ELLEN MOYNIHAN,* Assistant Treasurer (born 11/13/57)
Massachusetts Financial Services Company, Vice President (since September
1996); Deloitte & Touche, LLP, Senior Manager (prior to September 1996).

STEPHEN E. CAVAN,* Secretary and Clerk (born 11/6/53)
Senior Vice President, General Counsel and Assistant Secretary, Massachusetts
Financial Services Company
Address: 500 Boylston Street, Boston, Massachuetts

JAMES R. BORDEWICK, JR.,* Assistant Secretary (born 3/6/59)
Senior Vice President and Associate General Counsel, Massachusetts Financial
Services Company
Address: 500 Boylston Street, Boston, Massachusetts

- ------------
* "Interested person" (as defined in the 1940 Act) of MFS, the address of
which is 500 Boylston Street, Boston, Massachusetts.
** "Interested person" (as defined in the 1940 Act) of Sun Life of Canada
(U.S.), the address of which is One Sun Life Executive Park, Wellesley
Hills, Massachusetts.

All of the Trustees are also Members of the Boards of Managers of Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account,
which were established by Sun Life of Canada (U.S.) in connection with the
sale of Compass combination fixed/variable annuity contracts. The officers of
the Series Fund hold similar offices for these variable accounts. Mr. McNeil
is a Director of MFS, the Series Fund's investment adviser, and Chairman of
the Boards of Managers of the aforementioned variable accounts.

No Trustee or officer owned shares of the Series Fund as of the date of this
SAI.

The Series Fund's Declaration of Trust provides that the Series Fund will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Series Fund, unless it is finally adjudicated or, in case of
a settlement, it has been determined by fair and reasonable means, that they
have not acted in good faith in the reasonable belief that their actions were
in the best interests of the Series Fund. However, no indemnification will be
paid to any Trustee or officer for any liability to the Series Fund or its
shareholders which arose by reason of his wilful misfeasance, bad faith, gross
negligence or reckless disregard of his duties.

<TABLE>
TRUSTEE COMPENSATION TABLE

<CAPTION>
TOTAL TRUSTEE FEES
TRUSTEE FEES FROM SERIES FUND
TRUSTEE FROM EACH SERIES(1) AND FUND COMPLEX(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samuel Adams ................................................. $ 27,000 $ 36,000
J. Kermit Birchfield ......................................... 27,000 36,000
William Gutow ................................................ 27,000 71,200
David D. Horn ................................................ 24,000 32,000
John D. McNeil ............................................... 0 0
Garth Marston ................................................ 21,000 28,000
Derwyn F. Phillips ........................................... 27,000 36,000

- ----------
(1) For the year ended December 31, 1998.
(2) Information provided for calendar year 1998. All Trustees receiving compensation from the Series Fund
served as Trustees of 33 funds within the MFS Fund complex having aggregate net assets at December 31,
1998 of $11.8 billion, except Mr. Gutow, who served as Trustee of 58 funds within the MFS complex (having
aggregate net assets at December 31, 1998, of approximately $14.8 billion).
* Mr. McNeil is affiliated with Sun Life of Canada (U.S.) and received no compensation from the Series Fund.
</TABLE>

INVESTMENT ADVISER
MFS is the investment adviser of the Series Fund and in such capacity manages
the portfolio of each Series. MFS also serves as investment adviser to the
funds in the MFS Family of Funds, and to certain other registered investment
companies established by MFS and/or Sun Life of Canada (U.S.). MFS
Institutional Advisors, Inc., a wholly owned subsidiary of MFS, provides
investment advice to substantial private clients. For information concerning
the allocation by MFS of simultaneous securities transactions for different
clients, see "Portfolio Transactions and Brokerage Commissions."

MFS and its predecessor organizations have a history of money management
dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial
Services Holdings, Inc., which in turn is an indirect wholly owned subsidiary
of Sun Life Assurance Company of Canada ("Sun Life"). The Prospectus contains
information with respect to the management of the Adviser and other investment
companies for which MFS serves as investment adviser.

INVESTMENT ADVISORY AGREEMENTS -- MFS provides each series of the Series Fund
with overall investment advisory services. Subject to such policies as the
Trustees may determine, MFS makes investment decisions for each Series of the
Series Fund. For these services, MFS receives an annual management fee,
computed and paid monthly, as disclosed in the Prospectus under the heading
"Management of the Series Fund."

For the fiscal years ended December 31, 1998, 1997 and 1996, the Series paid
the following management fees ("average daily net assets" below has been
abbreviated as "ADNA"):

<TABLE>
<CAPTION>
MANAGEMENT FEES
MANAGEMENT FEES PAID WAIVED BY ADVISER
FOR FISCAL YEAR ENDED FOR FISCAL YEAR
SERIES 1998 % ADNA ENDED 1998 % ADNA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bond Series (1) .................................... $ 35,258 0.60% N/A N/A
Capital Appreciation Series ........................ 10,821,120 0.73 N/A N/A
Capital Opportunities Series ....................... 1,066,925 0.75 N/A N/A
Conservative Growth Series ......................... 8,273,315 0.55 N/A N/A
Emerging Growth Series ............................. 4,127,054 0.72 N/A N/A
Equity Income Series (1) ........................... 5,994 0.27 $10,922 0.48%
Global Asset Allocation Series ..................... 979,428 0.75 N/A N/A
Global Governments Series .......................... 760,995 0.75 N/A N/A
Global Growth Series ............................... 2,410,105 0.90 N/A N/A
Global Total Return Series ......................... 653,391 0.75 N/A N/A
Government Securities Series ....................... 2,338,710 0.55 N/A N/A
High Yield Series .................................. 2,382,137 0.75 N/A N/A
International Growth Series ........................ 298,571 0.975 N/A N/A
International Growth and Income Series ............. 636,309 0.975 N/A N/A
Managed Sectors Series ............................. 2,604,753 0.74 N/A N/A
Massachusetts Investors Growth Stock Series (1) .... 148,264 0.75 N/A N/A
MFS/Foreign & Colonial Emerging Markets
Equity Series .................................... 257,540 1.25 N/A N/A
Money Market Series ................................ 1,980,067 0.50 N/A N/A
New Discovery Series (1) ........................... 35,936 0.90 N/A N/A
Research Series .................................... 5,864,116 0.70 N/A N/A
Research Growth and Income Series .................. 159,161 0.75 N/A N/A
Research International Series (1) .................. 10,888 1.00 N/A N/A
Strategic Income Series (1) ........................ 16,355 0.62 3,495 0.13
Total Return Series ................................ 12,047,998 0.65 N/A N/A
Utilities Series ................................... 1,273,825 0.75 N/A N/A
Zero Coupon Series, Portfolio 2000 ................. 8,778 0.25 N/A N/A

- ----------------
(1) From the commencement of investment operations on May 6, 1998.
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT FEES
MANAGEMENT FEES PAID WAIVED BY ADVISER
FOR FISCAL YEAR ENDED FOR FISCAL YEAR
SERIES 1997 % ADNA ENDED 1997 % ADNA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation ................................ $ 8,924,179 0.73% N/A N/A
Capital Opportunites ................................ 296,136 0.62 $61,335 0.13%
Conservative Growth ................................. 4,647,665 0.55 N/A N/A
Emerging Growth ..................................... 2,590,450 0.73 N/A N/A
Government Securities ............................... 2,066,478 0.55 N/A N/A
High Yield .......................................... 1,720,706 0.75 N/A N/A
International Growth ................................ 126,735 0.81 26,067 0.17
International Growth and Income ..................... 427,422 0.97 N/A N/A
Managed Sectors ..................................... 2,276,250 0.74 N/A N/A
MFS/F&C Emerging Markets Equity ..................... 131,518 0.77 83,132 0.48
Money Market ........................................ 1,946,081 0.50 N/A N/A
Research ............................................ 3,593,814 0.72 N/A N/A
Research Growth and Income (1) ...................... 7,542 0.45 5,017 0.30
Total Return ........................................ 10,008,562 0.66 N/A N/A
Utilities ........................................... 669,213 0.75 N/A N/A
World Asset Allocation .............................. 786,866 0.75 N/A N/A
World Governments ................................... 916,874 0.75 N/A N/A
Global Growth ....................................... 2,124,944 0.90 N/A N/A
World Total Return .................................. 409,708 0.75 N/A N/A
Zero Coupon ......................................... 9,326 0.25 N/A N/A

- ----------------
(1) From the commencement of investment operations on May 13, 1997.
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT FEES
MANAGEMENT FEES PAID WAIVED BY ADVISER
FOR FISCAL YEAR ENDED FOR FISCAL YEAR
SERIES 1996 % ADNA ENDED 1996 % ADNA
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation ............................... $7,006,502 0.75% N/A N/A
Capital Opportunities(1) ........................... N/A N/A $ 27,382 0.75%
Conservative Growth ................................ 2,320,310 0.55 N/A N/A
Emerging Growth .................................... 956,932 0.61 225,349 0.14
Government Securities .............................. 2,121,808 0.55 N/A N/A
High Yield ......................................... 1,252,812 0.75 N/A N/A
International Growth(1) ............................ N/A N/A 14,479 0.975
International Growth and
Income ............................................. 185,572 0.78 44,482 0.19
Managed Sectors .................................... 1,729,822 0.75 N/A N/A
MFS/F&C Emerging Markets
Equity(2) .......................................... N/A N/A 11,151 1.25
Money Market ....................................... 1,658,426 0.50 N/A N/A
Research ........................................... 1,401,185 0.75 N/A N/A
Total Return ....................................... 8,228,127 0.68 N/A N/A
Utilities .......................................... 418,966 0.75 N/A N/A
World Asset Allocation ............................. 390,024 0.75 N/A N/A
World Governments .................................. 1,091,953 0.75 N/A N/A
Global Growth ...................................... 1,633,811 0.90 N/A N/A
World Total Return ................................. 194,413 0.75 N/A N/A
Zero Coupon ........................................ 11,094 0.25 N/A N/A

- ----------------
(1) From the commencement of investment operations on June 3, 1996.
(2) From the commencement of investment operations on June 5, 1996.
</TABLE>

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

Capital Appreciation Series ........................ 1.25%
Conservative Growth Series ......................... 1.25%
Global Governments Series .......................... 1.25%
Government Securities Series ....................... 1.25%
High Yield Series .................................. 1.25%
Managed Sectors Series ............................. 1.25%
Money Market Series ................................ 0.60%
Total Return Series ................................ 1.25%
Zero Coupon Series ................................. 1.25%

MFS has 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%
Massachusetts Investors Growth Stock 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 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 arrangements will remain in effect until at least May 1, 2000, absent an
earlier modification approved by the board of trustees which oversees the
series. In the case of the Capital Appreciation Series, Conservative Growth
Series, Global Governments Series, Government Securities Series, High Yield
Series, Managed Sectors Series, Money Market Series, Total Return Series and
Zero Coupon Series, these arrangements with MFS may not be modified without
approval by the shareholders of these Series.

The Series Fund pays the compensation of the five Trustees who are not
affiliated with MFS or Sun Life of Canada (U.S.) (who will each receive from
the Series Fund $ to $ annually, depending on attendance at meetings)
and all expenses (other than those assumed by MFS), including governmental
fees, interest charges, taxes, membership dues in the Investment Company
Institute allocable to the Series Fund, fees and expenses of independent
auditors, of legal counsel and of any transfer agent or registrar of the
Series Fund, expenses of repurchasing and redeeming shares, expenses of
preparing, printing and mailing shareholder reports, notices, proxy statements
and reports to governmental officers and commissions, brokerage and other
expenses connected with the execution, recording and settlement of portfolio
security transactions including currency conversion costs, insurance premiums,
fees and expenses of State Street Bank and Trust Company, the Series Fund's
custodian, for all services to the Series Fund, including safekeeping of funds
and securities and maintaining required books and accounts, expenses of
calculating the net asset value of the shares of each series, and expenses of
shareholder meetings. Payment by the Series Fund of brokerage commissions for
brokerage and research services of value to MFS in serving its clients is
discussed under the caption "Portfolio Transactions and Brokerage
Commissions." Expenses of the Series Fund which are not attributable to a
specific Series are allocated among all of the Series in a manner believed to
be fair and equitable to each.

The Investment Advisory Agreements will remain in effect until November 1,
1999 and will continue in effect thereafter only if such continuance is
specifically approved at least annually by the Series Fund's Board of Trustees
or by the vote of a majority of the outstanding voting securities of each
series and, in either case, by a majority of the Trustees who are not parties
to the Advisory Agreements or interested persons of any such party. The
Advisory Agreements terminate automatically if assigned and, since they are
severable with respect to each Series, may be terminated with respect to any
Series without penalty by vote of a majority of the outstanding voting
securities of that Series or by either party on not more than 60 days' nor
less than 30 days' written notice. The Advisory Agreements provide that MFS
may render services to others and that neither MFS nor its personnel shall be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management
of the Series Fund, except for wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the Advisory Agreements.

SUB-ADVISERS
As discussed in the Prospectus, FCM and FCEM serve as sub-advisers to the
Emerging Markets Equity Series and Global Growth Series pursuant to separate
Sub-Advisory Agreements and, prior to and September 8,
1997, served as sub-advisers to the International Growth Series and
International Growth and Income Series, respectively.

FCM and FCEM are each companies incorporated under the laws of England and
Wales and are located at Exchange House, Primrose Street, London EC2A 2NY,
United Kingdom. FCM is a wholly owned subsidiary of Hypo Foreign & Colonial
Management (Holdings) Limited ("Hypo F&C"). Ninety percent of the outstanding
voting shares of Hypo F&C is owned by Hypo (UK) Holdings Ltd which is a wholly
owned subsidiary of Hypo Vereinsbank (Bayerische Hypo-und Vereinsbank AG) the
second largest commercial bank in Germany. Hypo Vereinsbank was created in
1998 by the merger of HypoBank which had been the oldest publicly listed bank
in Germany founded in 1835 and Bayerische Vereinsbank another publicly listed
German bank. The remaining 10% of the outstanding voting securities of Hypo
F&C is owned by Foreign & Colonia Investment Trust PLC a UK closed-ended
publicly listed investment trust. FCEM is a wholly owned subsidiary of FCM.

Each Sub-Advisory Agreement will remain in effect until November 1, 1999, and
will continue in effect thereafter only if such continuance is specifically
approved at least annually by the Series Fund's Board of Trustees or by the
vote of a majority of the relevant series' outstanding voting securities, and,
in either case, by a majority of the Trustees who are not parties to the Sub-
Advisory Agreement or interested persons of any such party. Each FCM Sub-
Advisory Agreement terminates automatically if it is assigned or if the
Advisory Agreement has terminated for any reason, and may be terminated
without penalty by the Trustees, by vote of a majority of the relevant Series'
outstanding voting securities, by the Adviser on not less than 30 days' nor
more than 60 days' written notice or by FCM on not less than 60 days' nor more
than 90 days' written notice. Each FCEM Sub-Advisory Agreement terminates
automatically if it is assigned or in the event that the FCM Sub-Advisory
Agreement or the Advisory Agreement shall have terminated for any reason, and
may be terminated without penalty by the Trustees, by vote of a majority of
the relevant Series' outstanding voting securities, by the Adviser or by FCM
on not less than 30 days' nor more than 60 days' written notice or by FCEM on
not less than 60 days' nor more than 90 days' written notice.

Each FCM Sub-Advisory Agreement provides that if FCM ceases to serve as the
sub-adviser to a Series, the Series will change its name so as to delete the
words "Foreign & Colonial" and that FCM may render services to others and may
permit other fund clients to use the words "Foreign & Colonial" in their
names. Each Sub-Advisory Agreement specifically provides that neither FCM or
FCEM, as the case may be, nor its personnel shall be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or
for any act or omission in the execution and management of the relevant
series, except for wilful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its
or their obligations and duties under the Sub-Advisory Agreement.

For the periods ended December 31, 1998, 1997 and 1996, FCM received from MFS
and/or waived the following fees:

<TABLE>
<CAPTION>
RECEIVED WAIVED RECEIVED WAIVED RECEIVED WAIVED
SERIES 1998 1998 1997 1997 1996 1996
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
International Growth ....................... $ 10,334 N/A N/A $11,880
International Growth and Income ............ 185,089 N/A $113,776 25,053
Emerging Markets Equity .................... 111,188 N/A N/A 8,964
</TABLE>

Prior to May 1, 1996 and November 1, 1996, MFS had retained Batterymarch
Financial Management, Inc. ("Batterymarch") and Oechsle International
Advisers, Inc. ("Oechsle"), respectively, as sub-advisers to the Global Growth
Series. Under this arrangement, the Global Growth Series paid an investment
advisory fee to MFS and MFS paid sub-advisory fees to Batterymarch and
Oechsle.

On April 29, 1996, shareholders of the Global Growth Series approved the
replacement of Batterymarch as a sub-adviser to the Global Growth Series with
FCM and its subsidiary, FCEM. Effective November 1, 1996, MFS terminated
Oechsle as a sub-adviser to the Global Growth Series. On November 1, 1996, MFS
began managing the assets of the Global Growth Series previously managed by
Oechsle. These assets are managed by MFS using a committee of investment
research analysts as described in the Prospectus under the caption "Management
of the Series Fund-Investment Adviser." A further description of FCM and FCEM
is contained in the Prospectus under the caption "Management of the Series
Fund-Sub-Investment Advisers."

For the periods ended December 31, 1998, 1997 and 1996, Batterymarch, Oechsle
and FCM received from MFS the following fees with respect to their services as
sub-advisers to the Global Growth Series:

<TABLE>
<CAPTION>
SUB-ADVISER 1998 1997 1996
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Batterymarch ....................................... N/A $110,377
Oechsle ............................................ N/A 223,505
FCM ................................................ $296,814 268,449
</TABLE>

ADMINISTRATOR
MFS provides each series with certain financial, legal, compliance,
shareholder communications and other administrative services pursuant to a
Master Administrative Services Agreement dated March 1, 1997, as amended.
Under this Agreement, each series' pays MFS an administrative fee up to 0.015%
per annum of each series' average daily net assets. This fee reimburses MFS
for a portion of the costs it incurs to provide such services. For the period
March 1, 1997 to December 31, 1997, and the year ended December 31, 1998, MFS
received fees under this Agreement as follows:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Bond (1) ....................................................................... $ 453 N/A
Capital Appreciation ........................................................... 174,654 $139,133
Capital Opportunities .......................................................... 16,994 5,923
Conservative Growth ............................................................ 193,048 102,188
Emerging Growth ................................................................ 70,356 42,251
Equity Income (1) .............................................................. 173 N/A
Global Asset Allocation ........................................................ 16,529 12,740
Global Governments ............................................................. 12,758 14,128
Global Growth .................................................................. 33,728 28,218
Global Total Return ............................................................ 10,680 6,646
Government Securities .......................................................... 52,551 43,905
High Yield ..................................................................... 35,527 27,158
International Growth ........................................................... 3,765 1,997
International Growth and Income ................................................ 8,045 5,264
Managed Sectors ................................................................ 44,335 36,252
Massachusetts Investors Growth Stock (1) ...................................... 1,419 N/A
MFS/Foreign & Colonial Emerging Markets Equity ................................. 2,670 2,262
Money Market ................................................................... 48,828 46,028
New Discovery Series ........................................................... 327 N/A
Research ....................................................................... 102,617 60,939
Research Growth and Income ..................................................... 2,321 198
Research International (1) ..................................................... 88 N/A
Strategic Income (1) ........................................................... 217 N/A
Total Return ................................................................... 212,371 168,648
Utilities ...................................................................... 20,222 10,639
Zero Coupon .................................................................... 440 430

(1) From the commencement of investment operations on May 6, 1998.
</TABLE>

CUSTODIAN
State Street Bank and Trust Company (the "Custodian") is the custodian of the
Series Fund's assets. The Custodian's responsibilities include safekeeping and
controlling the Series Fund's cash and securities, handling the receipt and
delivery of securities, determining income and collecting interest and
dividends on the Series Fund's investments, maintaining books of original
entry for portfolio and fund accounting and other required books and accounts,
and calculating the daily net asset value, public offering price and
redemption price of shares of the Series Fund. The Custodian has contracted
with the Adviser for the Adviser to perform certain accounting functions
related to options transactions for which the Adviser receives remuneration on
a cost basis. The Custodian does not determine the investment policies of the
Series Fund or decide which securities the Series Fund will buy or sell. The
Series Fund may, however, invest in securities of the Custodian and may deal
with the Custodian as principal in securities transactions. Portfolio
securities may be deposited into the Federal Reserve-Treasury Department Book
Entry System, the Depository Trust Company, or the Mortgage Backed Securities
Clearing Corporation.

SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc. (the "Shareholder Servicing Agent" or "MFSC"), a
wholly owned subsidiary of MFS, is the Series Fund's shareholder servicing
agent, pursuant to a Shareholder Servicing Agreement effective August 1, 1985
(the "Agency Agreement"). The Shareholder Servicing Agent's responsibilities
under the Agency Agreement include administering and performing transfer agent
functions and the keeping of records in connection with the issuance, transfer
and redemption of the shares of the Series Fund. In addition, State Street
Bank and Trust Company, the dividend and distribution disbursing agent for the
Series Fund, has contracted with the Shareholder Servicing Agent to administer
and perform certain dividend and distribution disbursing functions for the
Series Fund. For these services, the Shareholder Servicing Agent will receive
a fee based on the number of accounts in the Series Fund, computed and paid
monthly. In addition, the Shareholder Servicing Agent will be reimbursed by
the Series Fund for certain expenses incurred by the Shareholder Servicing
Agent on behalf of the Series Fund.

During the fiscal years ended December 31, 1998, 1997 and 1996, each Series
paid compensation to the Shareholder Servicing Agent as follows:

<TABLE>
<CAPTION>
1998 1997 1996
AMOUNT AMOUNT AMOUNT
1998 WAIVED BY 1997 WAIVED BY 1996 WAIVED BY
SERIES PAID TO MFSC MFSC PAID TO MFSC MFSC PAID TO MFSC MFSC
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bond (7) .............................................
Capital Appreciation .................................
Capital Opportunities (1).............................
Conservative Growth ..................................
Emerging Growth (3) ..................................
Equity Income (7) ....................................
Global Asset Allocation (5) ..........................
Global Governments ...................................
Global Growth ........................................
Global Total Return (5) ..............................
Government Securities ................................
High Yield ...........................................
International Growth (1) .............................
International Growth and Income (4) ..................
Managed Sectors ......................................
Massachusetts Investors Growth Stock (7) ............
MFS/Foreign & Colonial Emerging Markets Equity (2) ...
Money Market .........................................
New Discovery (7) ....................................
Research (5) .........................................
Research Growth and Income (6) .......................
Research International (7) ...........................
Strategic Income (7) .................................
Total Return .........................................
Utilities ............................................
Zero Coupon ..........................................

- ----------------
(1) From the commencement of investment operations on June 3, 1996.
(2) From the commencement of investment operations on June 5, 1996.
(3) From the commencement of investment operations on May 1, 1995.
(4) From the commencement of investment operations on October 2, 1995.
(5) From the commencement of investment operations on November 7, 1994.
(6) From the commencement of investment operations on May 13, 1997.
(7) From the commencement of investment operations on May 6, 1998.
</TABLE>

5. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS
The financial statements incorporated in this SAI by reference from the Series
Fund's Annual Report to shareholders for the year ended December 31, 1998 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing. A copy of the Series Fund's
Annual Report accompanies this SAI.

6. ADDITIONAL INFORMATION WITH RESPECT TO SHARES OF EACH SERIES
PURCHASES
Sun Life of Canada (U.S.) and Sun Life (N.Y.) buy shares of each Series for
their Variable Accounts without a sales charge at their net asset value
through the allocation of purchase payments made under Contracts issued by Sun
Life of Canada (U.S.) and Sun Life (N.Y.) in accordance with the allocation
instructions received from owners of the Contracts.

EXCHANGE PRIVILEGE
Shares of any Series of the Series Fund may be exchanged for shares of any
other Series of the Series Fund (if shares of that Series are available for
purchase) at net asset value so as to facilitate exchanges among Sub-Accounts
of the Variable Accounts, as described in the prospectuses for the Variable
Accounts. See the Prospectus for a further discussion of the exchange
privilege.

NET ASSET VALUE, DIVIDENDS AND DISTRIBUTIONS
The Net Asset Value of each Series is determined once daily as of the close of
regular trading on the New York Stock Exchange on each day the Exchange is
open for trading. As of the date of this SAI, the Exchange is open for trading
every weekday except for the following holidays (or the days on which they are
observed): New Year's Day, Martin Luther King Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

MONEY MARKET SERIES -- All the Net Income, as defined below, of the Money
Market Series determined at the times stated above is declared as a dividend
to its shareholders at the time of such determination. (Shares purchased
become entitled to dividends declared as of the first day following the date
of investment.) Dividends are distributed on the last business day of each
month. If paid in the form of additonal shares, dividends are paid at the rate
of one share (and fraction thereof) for each one dollar (and fraction thereof)
of dividend income attributable to the Money Market Series.

For this purpose the Net Income of the Money Market Series (from the time of
the immediately preceding determination thereof) shall consist of (i) all
interest income accrued on the portfolio assets of the Series, (ii) less all
actual and accrued expenses of the Series determined in accordance with
generally accepted accounting principles, and (iii) plus or minus net realized
or net unrealized gains and losses on the assets of the Series. Interest
income shall include discount earned (including both original issue and market
discount) on discount paper accrued ratably to the date of maturity.
Securities are valued at amortized cost, which the Trustees have determined in
good faith constitutes fair value for the purposes of complying with the 1940
Act. This valuation method will continue to be used until such time as the
Trustees determine that it does not constitute fair value for such purposes.

Since the Net Income of the Money Market Series is declared as a dividend each
time the Net Income of that Series is determined, the net asset value per
share of that Series (i.e., the value of the net assets of that Series divided
by the number of its shares outstanding) remains at $1.00 per share
immediately after each such determination and dividend declaration.

It is expected that the Money Market Series will have a positive Net Income at
the time of each determination thereof. If for any reason the Net Income
determined at any time is a negative amount, which could occur, for instance,
upon default by an issuer of a portfolio security, the Series Fund will first
offset the negative amount with respect to each shareholder account against
the dividends declared during the month with respect to each such account. If
and to the extent that such negative amount exceeds such declared dividends at
the end of the month, the Series Fund will reduce the number of outstanding
shares of the Money Market Series by treating each shareholder of that Series
as having contributed to the capital of that Series that number of full and
fractional shares in the account of such shareholder which represents his
proportion of the negative amount. Each shareholder of the Money Market Series
will be deemed to have agreed to such contribution in these circumstances by
his investment in that Series. This procedure will permit the net asset value
per share of the Money Market Series to be maintained at a constant $1.00 per
share. There can be no assurance that the Money Market Series will be able to
maintain a stable net asset value of $1.00 per share other than by such offset
of dividends or reduction in the number of shares in a shareholder account.

ALL SERIES OTHER THAN THE MONEY MARKET SERIES -- With respect to these Series,
the determination of net asset value per share is made by deducting the
liabilities of each Series from the value of its assets and dividing the
difference by the number of its shares outstanding. Equity securities in the
portfolio of a Series are normally valued at the last sale price during
regular hours on the exchange on which they are primarily traded or on the
NASDAQ system for unlisted national market issues, or at the last quoted bid
price for unlisted securities or listed securities in which there were no
sales during that day. Debt securities of U.S. issuers (other than short-term
obligations) in the portfolio of any of these Series are normally valued on
the basis of valuations provided by a pricing service since such prices are
believed to reflect the fair value of such securities. Prices provided by the
pricing service may be determined without exclusive reliance on quoted prices
and may take into account appropriate factors such as institutional-size
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics and other market data.
Forward Contracts will be valued using a pricing model taking into
consideration market data from an external pricing source. Use of the pricing
services has been approved by the Board of Trustees. Short-term obligations in
the portfolios of any of these Series (i.e., obligations maturing in not more
than sixty days) are valued at amortized cost, which constitutes fair value as
determined by the Board of Trustees. Short-term obligations with a remaining
maturity in excess of 60 days will be valued upon dealer supplied valuations.
All other securities, futures contracts and options in the Series' portfolio
(other than short-term obligations) for which the principal market is one or
more securities or commodities exchanges (whether domestic or foreign) will be
valued at the last reported sale price or at the settlement price prior to the
determination (or if there has been no current sale, at the closing bid price)
on the primary exchange on which such securities, futures contracts or options
are traded; but if a securities exchange is not the principal market for
securities, such securities will, if market quotations are readily available,
be valued at current bid prices, unless such securities are reported on the
Nasdaq stock market, in which case they are valued at the last sale price or,
if no sales occurred during the day, at the last quoted bid price. Portfolio
securities for which there are no such quotations or valuations are valued at
fair value as determined in good faith by or at the direction of the Board of
Trustees.

All investments and assets are expressed in U.S. dollars based upon current
currency exchange rates.

Generally, trading in foreign securities is substantially completed each day
at various times prior to the close of regular trading on the exchange.
Occasionally, events affecting the values of such securities may occur between
the times at which they are determined and the close of regular trading on the
exchange which will not be reflected in the computation of the Series' net
asset value unless the Trustees deem that such event would materially affect
the net asset value in which case an adjustment would be made.

Substantially all of the net income of all Series (other than the Money Market
Series, which is discussed above) is paid to their shareholders as a dividend
at least annually. Each Series will also distribute its net profits from the
sale of securities, if any, on at least an annual basis.

DISTRIBUTIONS -- The Variable Accounts can choose to receive distributions
from the Series Fund in either cash or additional shares. It is expected that
the Variable Accounts will choose to receive distributions in additional
shares. If the Variable Accounts choose to receive distributions in cash, they
will reinvest the cash in the Series Fund to purchase additional shares at
their net asset value.

TAX STATUS
Each Series is treated as a separate entity for federal income tax purposes
under the Internal Revenue Code of 1986, as amended (the "Code"). Each
individual Series of the Series Fund has elected to be treated and intends to
qualify each year as a "regulated investment company" under Subchapter M of
the Code by meeting all applicable requirements of subchapter M, including
requirements as to the nature of a Series' gross income, the amount of its
distributions, and the composition of its portfolio assets. Because each
Series intends to distribute all of its net investment income and realized
capital gains to shareholders in accordance with the timing requirements
imposed by the Code, it is not expected that any Series will be required to
pay any federal income or excise taxes, although a Series' foreign-source
income may be subject to foreign withholding taxes. Distributions by the
Series Fund, to the extent applied to increase reserves under the Contracts,
are not taxable to Sun Life of Canada (U.S.) or Sun Life (N.Y.). If any Series
should fail to qualify as a "regulated investment company" in any year, then
that Series would incur corporate federal income tax upon its taxable income
for that year (with no deduction for distributions to shareholders), and its
distributions would generally be taxable as ordinary dividend income to its
shareholders, and each insurance company separate account invested therein
would fail to satisfy the diversification requirements of section 817(h) (see
below), with the result that the variable life insurance and variable annuity
contracts supported by that account would no longer be eligible for tax
deferral.

Each Series intends to continue to diversify its assets as required by section
817(h) of the Code and the regulations thereunder. These requirements, which
are in addition to the diversification requirements of Subchapter M, place
certain limitations on the proportion of each Series' assets that may be
represented by any single investment and securities from the same issuer. If a
Series failed to comply with these requirements, Contracts that invest in the
Series would not be treated as annuity, endowment or life insurance contracts
under the Code.

Any investment by a Series in zero coupon bonds, deferred interest bonds, PIK
bonds (as defined in Appendix A), certain stripped securities and certain
securities purchased at a market discount will cause the Series to recognize
income prior to the receipt of cash payments with respect to those securities.
In order to distribute this income and avoid a tax on the Series, the Series
may be required to liquidate portfolio securities that it might otherwise have
continued to hold, potentially resulting in additional taxable gain or loss to
the Series.

A Series' transactions in options, Futures Contracts, Forward Contracts, short
sales "against the box" and swaps and related transactions will be subject to
special tax rules that my affect the amount, timing and character of Series
income and distributions to shareholders. For example, certain positions held
by a Series on the last business day of each taxable year will be marked to
market (i.e., treated as if closed out) on that day, and any resulting gain or
loss, in addition to gains and losses from actual dispositions of those
positions, will be treated as 60% long-term and 40% short-term capital gain or
loss. Certain positions held by a Series that substantially diminish its risk
of loss with respect to other positions in its portfolio may constitute
"straddles" and may be subject to special tax rules that would cause deferral
of Series losses, adjustments in the holding periods of Series securities and
conversion of short-term into long-term capital losses. Certain tax elections
exist for straddles that may alter the effects of these rules. Each Series
will limit its activities in options, Futures Contracts, Forward Contracts,
"short sales against the box" and swaps and related transactions to the extent
necessary to meet the requirements of Subchapter M of the Code.

Special tax considerations apply with respect to foreign investments of a
Series. Foreign exchange gains and losses realized by the Series will
generally be treated as ordinary income and losses. Use of foreign currencies
for non-hedging purposes and investment by a Series in "passive foreign
investment companies" may be limited in order to avoid a tax on the Series.
Investment income received by a Series from foreign securities may be subject
to foreign income taxes withheld at the source. The United States has entered
into tax treaties with many foreign countries that may entitle a Series to a
reduced rate of tax or an exemption from tax on such income; the Series intend
to qualify for treaty reduced rates where available. It is impossible,
however, to determine a Series' effective rate of foreign tax in advance,
since the amount of the Series' assets to be invested within various countries
is not known.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value) and to
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests in the Series Fund.
The Series Fund presently has 26 Series of shares and has reserved the right
to create additional Series of shares. Each share of a Series represents an
equal proportionate interest in that Series with each other share of that
Series. Shares of each Series participate equally in the earnings, dividends
and assets of that Series. Shares when issued are fully paid and non-
assessable. Shares of each Series are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shares of all Series would vote together in the election or selection of
Trustees and accountants. Upon liquidation of the Series Fund, shareholders of
each Series would be entitled to share pro rata in the net assets of their
respective Series available for distribution to shareholders.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to meetings of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have under certain circumstances the right to remove one or more
Trustees. No material amendment may be made to the Declaration of Trust
without the affirmative vote of a majority of the outstanding shares of the
Series Fund. For a discussion of the manner in which the Variable Account will
vote its shares, see the prospectuses for the Contracts. No shares of any
Series have pre-emptive or conversion rights. The Series Fund may be
terminated (i) upon the sale of its assets to another open-end management
investment company, if approved by the vote of the holders of a majority (as
defined in the 1940 Act) of the outstanding shares of the Series Fund, or (ii)
upon liquidation and distribution of the assets of the Series Fund, if
approved by the vote of the holders of a majority (as defined in the
Investment Company Act of 1940) of the outstanding shares of the Series Fund,
or (iii) by the Trustees by written notice to the shareholders of the Series
Fund. If not so terminated, the Series Fund will continue indefinitely.

The Series Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of any Series of such a
trust may, under certain circumstances, be held personally liable as partners
for the obligations of the Trust Fund. However, the Declaration of Trust
contains an express disclaimer of shareholder liability for acts or
obligations of the Series Fund and provides for indemnification and
reimbursement of expenses out of the Series Fund property for any shareholder
held personally liable for the obligations of the Series Fund. The Declaration
of Trust also provides that the Series Fund shall maintain appropriate
insurance (for example, fidelity bonding or errors and omissions insurance)
for the protection of the Series Fund, shareholders of each of its Series,
Trustees, officers, employees and agents covering possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Series Fund itself was unable to meet its
obligations.

The Declaration of Trust further provides that obligations of the Series Fund
are not binding upon the Trustees individually, but only upon the property of
the Series Fund and that the Trustees will not be liable for errors of
judgment or mistakes of fact or law, but nothing in the Declaration of Trust
protects a Trustee against any liability to which he would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.

7. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Specific decisions to purchase or sell securities for each Series or sub-
Series of the Series Fund are made by a portfolio manager for that Series or
sub-Series each of whom is an employee of MFS appointed and supervised by its
senior officers or by persons affiliated with a Sub-Adviser. Any such person
may serve other clients of the Adviser or a Sub-Adviser or any subsidiary of
the Adviser or a Sub-Adviser in a similar capacity. Changes in the investments
of each Series are reviewed by the Board of Trustees.

The primary consideration in placing portfolio security transactions for each
Series is "best execution," i.e., execution at the most favorable prices and
in the most effective manner possible. In certain instances there may be
securities which are suitable for the portfolio of one or more Series of the
Series Fund as well as for that of one or more of the Adviser's or a Sub-
Adviser's other clients. Investment decisions for each Series of the Series
Fund and for such other clients are made with a view to achieving their
respective investment objectives. It may develop that a particular security is
bought or sold for only one client even though it might be held by, or bought
or sold for, other clients.

Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling that same security. Some simultaneous
transactions are inevitable when several clients receive investment advice
from the same investment adviser, particularly when the same security is
suitable for the investment objectives of more than one client. When two or
more clients are simultaneously engaged in the purchase or sale of the same
security, the securities are allocated among clients in a manner believed to
be equitable to each. It is recognized that in some cases this system could
have a detrimental effect on the price or volume of the security as far as any
Series of the Series Fund is concerned. In other cases, however, the Series
Fund believes that the ability of the Series to participate in volume
transactions will produce better executions for the Series.

Consistent with the foregoing primary consideration, the Conduct Rules of the
National Association of Securities Dealers, Inc. and such other policies as
the Trustees may determine, the Adviser or a Sub-Adviser may consider the sale
of Contracts, and thus the sale of Series Fund shares through the allocation
of purchase payments from the Contracts, as a factor in the selection of
broker-dealers to execute the Series Fund's portfolio transactions.

MONEY MARKET SERIES -- MFS has complete freedom as to the markets in and the
broker-dealers through which it seeks to achieve "best execution." It is
expected that most transactions will be with the issuer or with major dealers
acting for their own account and not as brokers. Subject to the requirement of
seeking "best execution," securities may be bought from or sold to broker-
dealers who have furnished research and investment services to MFS. Such
research and investment services are those which brokerage houses customarily
provide to institutional investors and include statistical and economic data
and research reports on particular companies and industries. In placing orders
with such broker-dealers MFS will, where possible, take into account the
comparative usefulness of such research and investment services. Such research
and investment services are useful to MFS even though their dollar value may
be indeterminable and their receipt or availability generally does not reduce
the normal research activities or expenses of MFS.

ALL SERIES OTHER THAN THE MONEY MARKET SERIES -- MFS has complete freedom as
to the markets in and the broker-dealers through which it seeks to achieve
"best execution." The Equity Trading Department of MFS or a Sub-Adviser, which
also serves other clients of MFS or a Sub-Adviser, attempts to achieve "best
execution" by selecting broker-dealers to execute portfolio transactions on
behalf of the Series Fund and other clients of MFS or a Sub-Adviser on the
basis of their professional capability, the value and quality of their
brokerage services and the level of their brokerage commissions. In the United
States and some other countries debt securities are traded principally in the
over-the-counter market on a net basis through dealers acting for their own
account and not as brokers. In other countries, both debt and equity
securities are traded on exchanges at fixed commission rates. The cost of
securities purchased from underwriters includes an underwriter's commission or
concession, and the prices at which securities are purchased and sold from and
to dealers include a dealer's mark-up or mark-down. MFS normally seeks to deal
directly with the primary market makers or on major exchanges unless, in its
opinion, better prices are available elsewhere. Subject to the requirement of
seeking execution at the best available price, securities may, as authorized
by the respective Advisory Agreements, be bought from or sold to dealers who
have furnished statistical, research and other information or services to MFS.

From time to time soliciting dealer fees are available to MFS or a Sub-Adviser
on the tender of securities from the portfolio of these Series in so-called
tender or exchange offers. Such soliciting dealer fees are in effect
recaptured for these Series by the Adviser or a Sub-Adviser. At present no
other recapture arrangements are in effect.

Under the Investment Advisory Agreements and Sub-Advisory Agreements and as
permitted by Section 28(e) of the Securities Exchange Act of 1934, MFS or a
Sub-Adviser may cause these Series to pay a broker-dealer which provides
brokerage and research services to such Series and MFS or a Sub-Adviser an
amount of commission for effecting a securities transaction for such Series in
excess of the amount other broker-dealers would have charged for the
transaction if MFS or a Sub-Adviser determines in good faith that the greater
commission is reasonable in relation to the value of the brokerage and
research services provided by the executing broker-dealer viewed in terms of
either a particular transaction or their overall responsibilities to such
Series and to accounts as to which they exercise investment discretion.

The term "brokerage and research services" includes advice as to the value of
securities, the advisability of investing in, purchasing, or selling
securities, and the availability of securities or of purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts; and effecting securities transactions and performing
functions incidental thereto (such as clearance and settlement).

Although commissions paid on every transaction will, in the judgment of MFS or
a Sub-Adviser, be reasonable in relation to the value of the brokerage
services provided, commissions exceeding those which another broker might
charge may be paid to broker-dealers who were selected to execute transactions
on behalf of the Series and other clients of MFS or a Sub-Adviser in part for
providing advice as to the availability of securities or of purchasers or
sellers of securities and services in effecting securities transactions and
performing functions incidental thereto such as clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other
factual information or services ("Research") to MFS or a Sub-Adviser for no
consideration other than brokerage or underwriting commissions. Securities may
be bought or sold from time to time through such broker-dealers on behalf of
the Series Fund. The Trustees (together with the Trustees of certain other MFS
funds) have directed MFS to allocate a total of $72,150 of commission business
from certain MFS funds (including the Series) to the Pershing Division of
Donaldson, Lufkin & Jenrette as consideration for the annual renewal of
certain publications provided by Lipper Analytical Securities Corporation
(which provides information useful to the Trustees in reviewing the
relationship between each Series and MFS).

The investment management personnel of MFS attempt to evaluate the quality of
Research provided by brokers. Results of this effort are sometimes used by the
Adviser as a consideration in the selection of brokers to execute portfolio
transactions. However, MFS is unable to quantify the amount of commissions
which are paid as a result of such Research because a substantial number of
transactions are effected through brokers which provide Research but which are
selected principally because of their execution capabilities.

The management fee paid by the Series Fund to MFS or by MFS to a Sub-Adviser
will not be reduced as a consequence of the receipt of brokerage and research
services. To the extent portfolio transactions of a Series are used to obtain
such services, the brokerage commissions paid by such Series will exceed those
that might otherwise be paid, for such portfolio transactions, or for such
portfolio transactions and research, by an amount which cannot be presently
determined. Such services would be useful and of value to MFS or a Sub-Adviser
in serving the Series and other clients and conversely, such services obtained
by the placement of brokerage business of other clients would be useful to MFS
or a Sub-Adviser in carrying out its obligations to the Series. While such
services are not expected to reduce the expenses of MFS or a Sub-Adviser, MFS
or a Sub-Adviser would, through use of the services, avoid the additional
expenses which would be incurred if they should attempt to develop comparable
information through their own staff.

The portfolio turnover rates of any Series cannot be accurately predicted.
However, it is anticipated that the annual turnover rate for certain Series
will exceed 100% (excluding short-term obligations). For example, a 100%
annual portfolio turnover rate would occur if all the securities in a Series'
portfolio were replaced once in a period of one year.

For the years ended December 31, 1996, 1997 and 1998, brokerage commissions
paid by the Series were as follows:

TOTAL COMMISSIONS PAID DURING
-----------------------------------
SERIES 1996 1997 1998
- --------------------------------------------------------------------------------
Bond (7) ................................. N/A N/A $ 0
Capital Appreciation ..................... $1,286,630 $1,628,226 2,460,985
Capital Opportunities (1)................. 19,750 192,957 550,116
Conservative Growth ...................... 599,469 1,354,260 2,420,378
Emerging Growth (3) ...................... 306,542 789,149 897,232
Equity Income (7) ........................ N/A N/A 14,884
Global Asset Allocation (5) .............. 175,327 284,863 317,484
Global Governments ....................... 0 0 0
Global Growth ............................ 840,289 874,004 826,959
Global Total Return (5) .................. 53,646 77,568 105,181
Government Securities .................... 0 0 3
High Yield ............................... 0 0 1,112
International Growth (1) ................. 14,450 138,906 143,772
International Growth and Income (4) ...... 29,935 350,594 162,433
Managed Sectors .......................... 683,756 644,018 1,286,305
Massachusetts Investors Growth Stock (7) . N/A N/A 38,750
MFS/Foreign & Colonial Emerging Markets
Equity (2) ............................... 7,951 123,167 110,711
Money Market ............................. 0 0 0
New Discovery (7) ........................ N/A N/A 13,002
Research (5) ............................. 577,244 1,203,288 1,723,949
Research Growth and Income (6) ........... N/A 6,461 78,060
Research International (7) ............... N/A N/A 11,184
Strategic Income (7) ..................... N/A N/A 0
Total Return ............................. 1,053,060 1,026,724 2,064,789
Utilities ................................ 198,070 359,930 791,646
Zero Coupon .............................. 0 0 0

- ------------
(1) From the commencement of investment operations on June 3, 1996.
(2) From the commencement of investment operations on June 5, 1996.
(3) From the commencement of investment operations on May 1, 1995.
(4) From the commencement of investment operations on October 2, 1995.
(5) From the commencement of investment operations on November 7, 1994.
(6) From the commencement of investment operations on May 13, 1997.
(7) From the commencement of investment operations on , 1998.

During the year ended December 31, 1998 each of the following Series purchased
and retained securities issued by regular broker-dealers and affiliates
thereof, as follows:
<TABLE>
<CAPTION>
VALUE OF SECURITY AT
SERIES BROKER-DEALER DECEMBER 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>

During the year ended December 31, 1998, each of the following Series
purchased and sold securities issued by regular broker-dealers and affiliates
thereof, as follows:

<TABLE>
<CAPTION>
SERIES BROKER-DEALER
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
</TABLE>

<PAGE>

APPENDIX A

INVESTMENT TECHNIQUES, PRACTICES AND RISKS
Set forth below is a description of investment techniques and practices which
the Series may generally use in pursuing their investment objectives and
principal investment policies, and the risks associated with these investment
techniques and practices. The Series will engage only in certain of these
investment techniques and practices, as identified in Appendix A of the
Series' Prospectus. Investment practices and techniques that are not
identified in Appendix A of the Series' Prospectus do not apply to the Series.

INVESTMENT TECHNIQUES AND PRACTICES
DEBT SECURITIES

To the extent the Series invests in the following types of debt securities,
its net asset value may change as the general levels of interest rates
fluctuate. When interest rates decline, the value of debt securities can be
expected to rise. Conversely, when interest rates rise, the value of debt
securities can be expected to decline. The Series' investment in debt
securities with longer terms to maturity are subject to greater volatility
than the Series' shorter-term obligations. Debt securities may have all types
of interest rate payment and reset terms, including fixed rate, adjustable
rate, zero coupon, contingent, deferred, payment in kind and auction rate
features.

ASSET-BACKED SECURITIES: The Series may purchase the following types of
asset-backed securities:

COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES:
The Series may invest a portion of its assets in collateralized mortgage
obligations or "CMOs," which are debt obligations collateralized by mortgage
loans or mortgage pass-through securities (such collateral referred to
collectively as "Mortgage Assets"). Unless the context indicates otherwise,
all references herein to CMOs include multiclass pass-through securities.

Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly
or semi-annual basis. The principal of and interest on the Mortgage Assets may
be allocated among the several classes of a CMO in innumerable ways. In a
common structure, payments of principal, including any principal prepayments,
on the Mortgage Assets are applied to the classes of a CMO in the order of
their respective stated maturities or final distribution dates, so that no
payment of principal will be made on any class of CMOs until all other classes
having an earlier stated maturity or final distribution date have been paid in
full. Certain CMOs may be stripped (securities which provide only the
principal or interest factor of the underlying security). See "Stripped
Mortgage-Backed Securities" below for a discussion of the risks of investing
in these stripped securities and of investing in classes consisting of
interest payments or principal payments.

The Series may also invest in parallel pay CMOs and Planned Amortization Class
CMOs ("PAC Bonds"). Parallel pay CMOs are structured to provide payments of
principal on each payment date to more than one class. These simultaneous
payments are taken into account in calculating the stated maturity date or
final distribution date of each class, which, as with other CMO structures,
must be retired by its stated maturity date or final distribution date but may
be retired earlier.

CORPORATE ASSET-BACKED SECURITIES: The Series may invest in corporate asset-
backed securities. These securities, issued by trusts and special purpose
corporations, are backed by a pool of assets, such as credit card and
automobile loan receivables, representing the obligations of a number of
different parties. These securities present certain risks. For instance, in
the case of credit card receivables, these securities may not have the benefit
of any security interest in the related collateral. Credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and federal consumer credit laws, many of which give such
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the balance due. Most issuers of automobile receivables permit the
servicers to retain possession of the underlying obligations. If the servicer
were to sell these obligations to another party, there is a risk that the
purchaser would acquire an interest superior to that of the holders of the
related automobile receivables. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have a
proper security interest in all of the obligations backing such receivables.
Therefore, there is the possibility that recoveries on repossessed collateral
may not, in some cases, be available to support payments on these securities.
The underlying assets (e.g., loans) are also subject to prepayments which
shorten the securities' weighted average life and may lower their return.

Corporate asset-backed securities are backed by a pool of assets representing
the obligations of a number of different parties. To lessen the effect of
failures by obligors on underlying assets to make payments, the securities may
contain elements of credit support which fall into two categories: (i)
liquidity protection and (ii) protection against losses resulting from
ultimate default by an obligor on the underlying assets. Liquidity protection
refers to the provision of advances, generally by the entity administering the
pool of assets, to ensure that the receipt of payments on the underlying pool
occurs in a timely fashion. Protection against losses resulting from ultimate
default ensures payment through insurance policies or letters of credit
obtained by the issuer or sponsor from third parties. The Series will not pay
any additional or separate fees for credit support. The degree of credit
support provided for each issue is generally based on historical information
respecting the level of credit risk associated with the underlying assets.
Delinquency or loss in excess of that anticipated or failure of the credit
support could adversely affect the return on an investment in such a security.

MORTGAGE PASS-THROUGH SECURITIES: The Series may invest in mortgage pass-
through securities. Mortgage pass-through securities are securities
representing interests in "pools" of mortgage loans. Monthly payments of
interest and principal by the individual borrowers on mortgages are passed
through to the holders of the securities (net of fees paid to the issuer or
guarantor of the securities) as the mortgages in the underlying mortgage pools
are paid off. The average lives of mortgage pass-throughs are variable when
issued because their average lives depend on prepayment rates. The average
life of these securities is likely to be substantially shorter than their
stated final maturity as a result of unscheduled principal prepayment.
Prepayments on underlying mortgages result in a loss of anticipated interest,
and all or part of a premium if any has been paid, and the actual yield (or
total return) to the Series may be different than the quoted yield on the
securities. Mortgage premiums generally increase with falling interest rates
and decrease with rising interest rates. Like other fixed income securities,
when interest rates rise the value of a mortgage pass-through security
generally will decline; however, when interest rates are declining, the value
of mortgage pass-through securities with prepayment features may not increase
as much as that of other fixed-income securities. In the event of an increase
in interest rates which results in a decline in mortgage prepayments, the
anticipated maturity of mortgage pass-through securities held by the Series
may increase, effectively changing a security which was considered short or
intermediate-term at the time of purchase into a long-term security. Long-term
securities generally fluctuate more widely in response to changes in interest
rates than short or intermediate-term securities.

Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by
the full faith and credit of the U.S. Government (in the case of securities
guaranteed by the Government National Mortgage Association ("GNMA")); or
guaranteed by agencies or instrumentalities of the U.S. Government (such as
the Federal National Mortgage Association "FNMA") or the Federal Home Loan
Mortgage Corporation, ("FHLMC") which are supported only by the discretionary
authority of the U.S. Government to purchase the agency's obligations).
Mortgage pass-through securities may also be issued by non-governmental
issuers (such as commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers). Some of these mortgage pass-through securities may be supported by
various forms of insurance or guarantees.

Interests in pools of mortgage-related securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-
through" of the monthly payments made by the individual borrowers on their
mortgage loans, net of any fees paid to the issuer or guarantor of such
securities. Additional payments are caused by prepayments of principal
resulting from the sale, refinancing or foreclosure of the underlying
property, net of fees or costs which may be incurred. Some mortgage pass-
through securities (such as securities issued by the GNMA) are described as
"modified pass-through." These securities entitle the holder to receive all
interests and principal payments owed on the mortgages in the mortgage pool,
net of certain fees, at the scheduled payment dates regardless of whether the
mortgagor actually makes the payment.

The principal governmental guarantor of mortgage pass-through securities is
GNMA. GNMA is a wholly owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the
full faith and credit of the U.S. Government, the timely payment of principal
and interest on securities issued by institutions approved by GNMA (such as
savings and loan institutions, commercial banks and mortgage bankers) and
backed by pools of Federal Housing Administration ("FHA") insured or Veterans
Administration ("VA") guaranteed mortgages. These guarantees, however, do not
apply to the market value or yield of mortgage pass-through securities. GNMA
securities are often purchased at a premium over the maturity value of the
underlying mortgages. This premium is not guaranteed and will be lost if
prepayment occurs.

Government-related guarantors (i.e., whose guarantees are not backed by the
full faith and credit of the U.S. Government) include FNMA and FHLMC. FNMA is
a government-sponsored corporation owned entirely by private stockholders. It
is subject to general regulation by the Secretary of Housing and Urban
Development. FNMA purchases conventional residential mortgages (i.e.,
mortgages not insured or guaranteed by any governmental agency) from a list of
approved seller/servicers which include state and federally chartered savings
and loan associations, mutual savings banks, commercial banks, credit unions
and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as
to timely payment by FNMA of principal and interest.

FHLMC is also a government-sponsored corporation owned by private
stockholders. FHLMC issues Participation Certificates ("PCs") which represent
interests in conventional mortgages (i.e., not federally insured or
guaranteed) for FHLMC's national portfolio. FHLMC guarantees timely payment of
interest and ultimate collection of principal regardless of the status of the
underlying mortgage loans.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass through pools of mortgage loans. Such issuers may also be the originators
and/or servicers of the underlying mortgage-related securities. Pools created
by such non-governmental issuers generally offer a higher rate of interest
than government and government-related pools because there are no direct or
indirect government or agency guarantees of payments in the former pools.
However, timely payment of interest and principal of mortgage loans in these
pools may be supported by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance and letters of credit. The
insurance and guarantees are issued by governmental entities, private insurers
and the mortgage poolers. There can be no assurance that the private insurers
or guarantors can meet their obligations under the insurance policies or
guarantee arrangements. The Series may also buy mortgage-related securities
without insurance or guarantees.

STRIPPED MORTGAGE-BACKED SECURITIES: The Series may invest a portion of its
assets in stripped mortgage-backed securities ("SMBS") which are derivative
multiclass mortgage securities issued by agencies or instrumentalities of the
U.S. Government, or by private originators of, or investors in, mortgage
loans, including savings and loan institutions, mortgage banks, commercial
banks and investment banks.

SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions from a pool of
mortgage assets. A common type of SMBS will have one class receiving some of
the interest and most of the principal from the Mortgage Assets, while the
other class will receive most of the interest and the remainder of the
principal. In the most extreme case, one class will receive all of the
interest (the interest-only or "I0" class) while the other class will receive
all of the principal (the principal-only or "P0" class). The yield to maturity
on an I0 is extremely sensitive to the rate of principal payments, including
prepayments on the related underlying Mortgage Assets, and a rapid rate of
principal payments may have a material adverse effect on such security's yield
to maturity. If the underlying Mortgage Assets experience greater than
anticipated prepayments of principal, the Series may fail to fully recoup its
initial investment in these securities. The market value of the class
consisting primarily or entirely of principal payments generally is unusually
volatile in response to changes in interest rates. Because SMBS were only
recently introduced, established trading markets for these securities have not
yet developed, although the securities are traded among institutional
investors and investment banking firms.

CORPORATE SECURITIES: The Series may invest in debt securities, such as
convertible and non-convertible bonds, notes and debentures, issued by
corporations, limited partnerships and other similar entities.

LOANS AND OTHER DIRECT INDEBTEDNESS: The Series may purchase loans and other
direct indebtedness. In purchasing a loan, the Series acquires some or all of
the interest of a bank or other lending institution in a loan to a corporate,
governmental or other borrower. Many such loans are secured, although some may
be unsecured. Such loans may be in default at the time of purchase. Loans that
are fully secured offer the Series more protection than an unsecured loan in
the event of non-payment of scheduled interest or principal. However, there is
no assurance that the liquidation of collateral from a secured loan would
satisfy the corporate borrowers obligation, or that the collateral can be
liquidated.

These loans are made generally to finance internal growth, mergers,
acquisitions, stock repurchases, leveraged buy-outs and other corporate
activities. Such loans are typically made by a syndicate of lending
institutions, represented by an agent lending institution which has negotiated
and structured the loan and is responsible for collecting interest, principal
and other amounts due on its own behalf and on behalf of the others in the
syndicate, and for enforcing its and their other rights against the borrower.
Alternatively, such loans may be structured as a novation, pursuant to which
the Series would assume all of the rights of the lending institution in a loan
or as an assignment, pursuant to which the Series would purchase an assignment
of a portion of a lenders interest in a loan either directly from the lender
or through an intermediary. The Series may also purchase trade or other claims
against companies, which generally represent money owned by the company to a
supplier of goods or services. These claims may also be purchased at a time
when the company is in default.

Certain of the loans and the other direct indebtedness acquired by the Series
may involve revolving credit facilities or other standby financing commitments
which obligate the Series to pay additional cash on a certain date or on
demand. These commitments may have the effect of requiring the Series to
increase its investment in a company at a time when the Series might not
otherwise decide to do so (including at a time when the company's financial
condition makes it unlikely that such amounts will be repaid). To the extent
that the Series is committed to advance additional funds, it will at all times
hold and maintain in a segregated account cash or other high grade debt
obligations in an amount sufficient to meet such commitments.

The Series' ability to receive payment of principal, interest and other
amounts due in connection with these investments will depend primarily on the
financial condition of the borrower. In selecting the loans and other direct
indebtedness which the Series will purchase, the Adviser will rely upon its
own (and not the original lending institution's) credit analysis of the
borrower. As the Series may be required to rely upon another lending
institution to collect and pass onto the Series amounts payable with respect
to the loan and to enforce the Series' rights under the loan and other direct
indebtedness, an insolvency, bankruptcy or reorganization of the lending
institution may delay or prevent the Series from receiving such amounts. In
such cases, the Series will evaluate as well the creditworthiness of the
lending institution and will treat both the borrower and the lending
institution as an "issuer" of the loan for purposes of certain investment
restrictions pertaining to the diversification of the Series' portfolio
investments. The highly leveraged nature of many such loans and other direct
indebtedness may make such loans and other direct indebtedness especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans and other direct indebtedness may involve additional risk to the
Series.

LOWER RATED BONDS: The Series may invest in fixed income securities rated Ba
or lower by Moody's or BB or lower by S&P, Fitch or Duff & Phelps and
comparable unrated securities (commonly known as "junk bonds"). See Appendix D
for a description of bond ratings. No minimum rating standard is required by
the Series. These securities are considered speculative and, while generally
providing greater income than investments in higher rated securities, will
involve greater risk of principal and income (including the possibility of
default or bankruptcy of the issuers of such securities) and may involve
greater volatility of price (especially during periods of economic uncertainty
or change) than securities in the higher rating categories and because yields
vary over time, no specific level of income can ever be assured. These lower
rated high yielding fixed income securities generally tend to reflect economic
changes (and the outlook for economic growth), short-term corporate and
industry developments and the market's perception of their credit quality
(especially during times of adverse publicity) to a greater extent than higher
rated securities which react primarily to fluctuations in the general level of
interest rates (although these lower rated fixed income securities are also
affected by changes in interest rates). In the past, economic downturns or an
increase in interest rates have, under certain circumstances, caused a higher
incidence of default by the issuers of these securities and may do so in the
future, especially in the case of highly leveraged issuers. The prices for
these securities may be affected by legislative and regulatory developments.
The market for these lower rated fixed income securities may be less liquid
than the market for investment grade fixed income securities. Furthermore, the
liquidity of these lower rated securities may be affected by the market's
perception of their credit quality. Therefore, the Adviser's judgment may at
times play a greater role in valuing these securities than in the case of
investment grade fixed income securities, and it also may be more difficult
during times of certain adverse market conditions to sell these lower rated
securities to meet redemption requests or to respond to changes in the market.

While the Adviser may refer to ratings issued by established credit rating
agencies, it is not the Series' policy to rely exclusively on ratings issued
by these rating agencies, but rather to supplement such ratings with the
Adviser's own independent and ongoing review of credit quality. To the extent
a Series invests in these lower rated securities, the achievement of its
investment objectives may be a more dependent on the Adviser's own credit
analysis than in the case of a fund investing in higher quality fixed income
securities. These lower rated securities may also include zero coupon bonds,
deferred interest bonds and PIK bonds.

MUNICIPAL BONDS: The Series may invest in debt securities issued by or on
behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies or
instrumentalities, the interest on which is exempt from federal income tax
("Municipal Bonds"). Municipal Bonds include debt securities which pay
interest income that is subject to the alternative minimum tax. The Series may
invest in Municipal Bonds whose issuers pay interest on the Bonds from
revenues from projects such as multifamily housing, nursing homes, electric
utility systems, hospitals or life care facilities.

If a revenue bond is secured by payments generated from a project, and the
revenue bond is also secured by a lien on the real estate comprising the
project, foreclosure by the indenture trustee on the lien for the benefit of
the bondholders creates additional risks associated with owning real estate,
including environmental risks.

Housing revenue bonds typically are issued by a state, county or local housing
authority and are secured only by the revenues of mortgages originated by the
authority using the proceeds of the bond issue. Because of the impossibility
of precisely predicting demand for mortgages from the proceeds of such an
issue, there is a risk that the proceeds of the issue will be in excess of
demand, which would result in early retirement of the bonds by the issuer.
Moreover, such housing revenue bonds depend for their repayment upon the cash
flow from the underlying mortgages, which cannot be precisely predicted when
the bonds are issued. Any difference in the actual cash flow from such
mortgages from the assumed cash flow could have an adverse impact upon the
ability of the issuer to make scheduled payments of principal and interest on
the bonds, or could result in early retirement of the bonds. Additionally,
such bonds depend in part for scheduled payments of principal and interest
upon reserve funds established from the proceeds of the bonds, assuming
certain rates of return on investment of such reserve funds. If the assumed
rates of return are not realized because of changes in interest rate levels or
for other reasons, the actual cash flow for scheduled payments of principal
and interest on the bonds may be inadequate. The financing of multi-family
housing projects is affected by a variety of factors, including satisfactory
completion of construction within cost constraints, the achievement and
maintenance of a sufficient level of occupancy, sound management of the
developments, timely and adequate increases in rents to cover increases in
operating expenses, including taxes, utility rates and maintenance costs,
changes in applicable laws and governmental regulations and social and
economic trends.

Electric utilities face problems in financing large construction programs in
inflationary periods, cost increases and delay occasioned by environmental
considerations (particularly with respect to nuclear facilities), difficulty
in obtaining fuel at reasonable prices, the cost of competing fuel sources,
difficulty in obtaining sufficient rate increases and other regulatory
problems, the effect of energy conservation and difficulty of the capital
market to absorb utility debt.

Health care facilities include life care facilities, nursing homes and
hospitals. Life care facilities are alternative forms of long-term housing for
the elderly which offer residents the independence of condominium life style
and, if needed, the comprehensive care of nursing home services. Bonds to
finance these facilities have been issued by various state industrial
development authorities. Since the bonds are secured only by the revenues of
each facility and not by state or local government tax payments, they are
subject to a wide variety of risks. Primarily, the projects must maintain
adequate occupancy levels to be able to provide revenues adequate to maintain
debt service payments. Moreover, in the case of life care facilities, since a
portion of housing, medical care and other services may be financed by an
initial deposit, there may be risk if the facility does not maintain adequate
financial reserves to secure estimated actuarial liabilities. The ability of
management to accurately forecast inflationary cost pressures weighs
importantly in this process. The facilities may also be affected by regulatory
cost restrictions applied to health care delivery in general, particularly
state regulations or changes in Medicare and Medicaid payments or
qualifications, or restrictions imposed by medical insurance companies. They
may also face competition from alternative health care or conventional housing
facilities in the private or public sector. Hospital bond ratings are often
based on feasibility studies which contain projections of expenses, revenues
and occupancy levels. A hospital's gross receipts and net income available to
service its debt are influenced by demand for hospital services, the ability
of the hospital to provide the services required, management capabilities,
economic developments in the service area, efforts by insurers and government
agencies to limit rates and expenses, confidence in the hospital, service area
economic developments, competition, availability and expense of malpractice
insurance, Medicaid and Medicare funding, and possible federal legislation
limiting the rates of increase of hospital charges.

The Series may invest in municipal lease securities. These are undivided
interests in a portion of an obligation in the from of a lease or installment
purchase which is issued by state and local governments to acquire equipment
and facilities. Municipal leases frequently have special risks not normally
associated with general obligation or revenue bonds. Leases and installment
purchase or conditional sale contracts (which normally provide for title to
the leased asset to pass eventually to the governmental issuer) have evolved
as a means for governmental issuers to acquire property and equipment without
meeting the constitutional and statutory requirements for the issuance of
debt. The debt-issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by
the appropriate legislative body on a yearly or other periodic basis. Although
the obligations will be secured by the leased equipment or facilities, the
disposition of the property in the event of non-appropriation or foreclosure
might, in some cases, prove difficult. There are, of course, variations in the
security of municipal lease securities, both within a particular
classification and between classifications, depending on numerous factors.

The Series may also invest in bonds for industrial and other projects, such as
sewage or solid waste disposal or hazardous waste treatment facilities.
Financing for such projects will be subject to inflation and other general
economic factors as well as construction risks including labor problems,
difficulties with construction sites and the ability of contractors to meet
specifications in a timely manner. Because some of the materials, processes
and wastes involved in these projects may include hazardous components, there
are risks associated with their production, handling and disposal.

SPECULATIVE BONDS: The Series may invest in fixed income and convertible
securities rated Baa by Moody's or BBB by S&P, Fitch or Duff & Phelps and
comparable unrated securities. See Appendix D for a description of bond
ratings. These securities, while normally exhibiting adequate protection
parameters, have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than in the case of higher
grade securities.

U.S. GOVERNMENT SECURITIES: The Series may invest in U.S. Government
Securities including (i) U.S. Treasury obligations, all of which are backed by
the full faith and credit of the U.S. Government and (ii) U.S. Government
Securities, some of which are backed by the full faith and credit of the U.S.
Treasury, e.g., direct pass-through certificates of the GNMA; some of which
are backed only by the credit of the issuer itself, e.g., obligations of the
Student Loan Marketing Association; and some of which are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations, e.g., obligations of the FNMA.

U.S. Government Securities also include interests in trust or other entities
representing interests in obligations that are issued or guaranteed by the
U.S. Government, its agencies, authorities or instrumentalities.

VARIABLE AND FLOATING RATE OBLIGATIONS: The Series may invest in floating or
variable rate securities. Investments in floating or variable rate securities
normally will involve industrial development or revenue bonds which provide
that the rate of interest is set as a specific percentage of a designated base
rate, such as rates on Treasury Bonds or Bills or the prime rate at a major
commercial bank, and that a bondholder can demand payment of the obligations
on behalf of the Series on short notice at par plus accrued interest, which
amount may be more or less than the amount the bondholder paid for them. The
maturity of floating or variable rate obligations (including participation
interests therein) is deemed to be the longer of (i) the notice period
required before the Series is entitled to receive payment of the obligation
upon demand or (ii) the period remaining until the obligation's next interest
rate adjustment. If not redeemed by the Series through the demand feature, the
obligations mature on a specified date which may range up to thirty years from
the date of issuance.

ZERO COUPON BONDS, DEFERRED INTEREST BONDS AND PIK BONDS: The Series may
invest in zero coupon bonds, deferred interest bonds and bonds on which the
interest is payable in kind ("PIK bonds"). Zero coupon and deferred interest
bonds are debt obligations which are issued at a significant discount from
face value. The discount approximates the total amount of interest the bonds
will accrue and compound over the period until maturity or the first interest
payment date at a rate of interest reflecting the market rate of the security
at the time of issuance. While zero coupon bonds do not require the periodic
payment of interest, deferred interest bonds provide for a period of delay
before the regular payment of interest begins. PIK bonds are debt obligations
which provide that the issuer may, at its option, pay interest on such bonds
in cash or in the form of additional debt obligations. Such investments
benefit the issuer by mitigating its need for cash to meet debt service, but
also require a higher rate of return to attract investors who are willing to
defer receipt of such cash. Such investments may experience greater volatility
in market value than debt obligations which make regular payments of interest.
The Series will accrue income on such investments for tax and accounting
purposes, which is distributable to shareholders and which, because no cash is
received at the time of accrual, may require the liquidation of other
portfolio securities to satisfy the Series' distribution obligations.

EQUITY SECURITIES

The Series may invest in all types of equity securities, including the
following: common stocks, preferred stocks and preference stocks; securities
such as bonds, warrants or rights that are convertible into stocks; and
depositary receipts for those securities. These securities may be listed on
securities exchanges, traded in various over-the-counter markets or have no
organized market.

FOREIGN SECURITIES EXPOSURE

The Series may invest in various types of foreign securities, or securities
which provide the Series with exposure to foreign securities or foreign
currencies, as discussed below:

BRADY BONDS: The Series may invest in Brady Bonds, which are securities
created through the exchange of existing commercial bank loans to public and
private entities in certain emerging markets for new bonds in connection with
debt restructurings under a debt restructuring plan introduced by former U.S.
Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Plan
debt restructurings have been implemented to date in Argentina, Brazil,
Bulgaria, Costa Rica, Croatia, Dominican Republic, Ecuador, Jordan, Mexico,
Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Slovenia, Uruguay and
Venezuela. Brady Bonds have been issued only recently, and for that reason do
not have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the U.S.
dollar) and are actively traded in over-the-counter secondary markets. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate bonds
or floating-rate bonds, are generally collateralized in full as to principal
by U.S. Treasury zero coupon bonds having the same maturity as the bonds.
Brady Bonds are often viewed as having three or four valuation components: the
collateralized repayment of principal at final maturity; the collateralized
interest payments; the uncollateralized interest payments; and any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constituting the "residual risk"). In light of the residual risk of
Brady Bonds and the history of defaults of countries issuing Brady Bonds with
respect to commercial bank loans by public and private entities, investments
in Brady Bonds may be viewed as speculative.

DEPOSITARY RECEIPTS: The Series may invest in American Depositary Receipts
("ADRs"), Global Depositary Receipts ("GDRs") and other types of depositary
receipts. ADRs are certificates by a U.S. depositary (usually a bank) and
represent a specified quantity of shares of an underlying non-U.S. stock on
deposit with a custodian bank as collateral. GDRs and other types of
depositary receipts are typically issued by foreign banks or trust companies
and evidence ownership of underlying securities issued by either a foreign or
a U.S. company. Generally, ADRs are in registered form and are designed for
use in U.S. securities markets and GDRs are in bearer form and are designed
for use in foreign securities markets. For the purposes of the Series' policy
to invest a certain percentage of its assets in foreign securities, the
investments of the Series in ADRs, GDRs and other types of depositary receipts
are deemed to be investments in the underlying securities.

ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a
depositary which has an exclusive relationship with the issuer of the
underlying security. An unsponsored ADR may be issued by any number of U.S.
depositories. Under the terms of most sponsored arrangements, depositories
agree to distribute notices of shareholder meetings and voting instructions,
and to provide shareholder communications and other information to the ADR
holders at the request of the issuer of the deposited securities. The
depository of an unsponsored ADR, on the other hand, is under no obligation to
distribute shareholder communications received from the issuer of the
deposited securities or to pass through voting rights to ADR holders in
respect of the deposited securities. The Series may invest in either type of
ADR. Although the U.S. investor holds a substitute receipt of ownership rather
than direct stock certificates, the use of the depositary receipts in the
United States can reduce costs and delays as well as potential currency
exchange and other difficulties. The Series may purchase securities in local
markets and direct delivery of these ordinary shares to the local depositary
of an ADR agent bank in foreign country. Simultaneously, the ADR agents create
a certificate which settles at the Series' custodian in five days. The Series
may also execute trades on the U.S. markets using existing ADRs. A foreign
issuer of the security underlying an ADR is generally not subject to the same
reporting requirements in the United States as a domestic issuer. Accordingly,
information available to a U.S. investor will be limited to the information
the foreign issuer is required to disclose in its country and the market value
of an ADR may not reflect undisclosed material information concerning the
issuer of the underlying security. ADRs may also be subject to exchange rate
risks if the underlying foreign securities are denominated in a foreign
currency.

DOLLAR-DENOMINATED FOREIGN DEBT SECURITIES: The Series may invest in dollar-
denominated foreign debt securities. Investing in dollar-denominated foreign
debt represents a greater degree of risk than investing in domestic
securities, due to less publicly available information, less securities
regulation, war or expropriation. Special considerations may include higher
brokerage costs and thinner trading markets. Investments in foreign countries
could be affected by other factors including extended settlement periods.

EMERGING MARKETS: The Series may invest in securities of government,
government-related, supranational and corporate issuers located in emerging
markets. Such investments entail significant risks as described below.

o Company Debt -- Governments of many emerging market countries have exercised
and continue to exercise substantial influence over many aspects of the
private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in
the future could have a significant effect on economic conditions in emerging
markets, which in turn, may adversely affect companies in the private sector,
general market conditions and prices and yields of certain of the securities
in the Series' portfolio. Expropriation, confiscatory taxation,
nationalization, political, economic or social instability or other similar
developments have occurred frequently over the history of certain emerging
markets and could adversely affect the Series' assets should these conditions
recur.

o Default; Legal Recourse -- The Series may have limited legal recourse in the
event of a default with respect to certain debt obligations it may hold. If
the issuer of a fixed income security owned by the Series defaults, the
Series may incur additional expenses to seek recovery. Debt obligations
issued by emerging market governments differ from debt obligations of private
entities; remedies from defaults on debt obligations issued by emerging
market governments, unlike those on private debt, must be pursued in the
courts of the defaulting party itself. The Series' ability to enforce its
rights against private issuers may be limited. The ability to attach assets
to enforce a judgment may be limited. Legal recourse is therefore somewhat
diminished. Bankruptcy, moratorium and other similar laws applicable to
private issuers of debt obligations may be substantially different from those
of other countries. The political context, expressed as an emerging market
governmental issuer's willingness to meet the terms of the debt obligation,
for example, is of considerable importance. In addition, no assurance can be
given that the holders of commercial bank debt may not contest payments to
the holders of debt obligations in the event of default under commercial bank
loan agreements.

o Foreign Currencies -- The securities in which the Series invests may be
denominated in foreign currencies and international currency units and the
Series may invest a portion of its assets directly in foreign currencies.
Accordingly, the weakening of these currencies and units against the U.S.
dollar may result in a decline in the Series' asset value.

Some emerging market countries also may have managed currencies, which are not
free floating against the U.S. dollar. In addition, there is risk that certain
emerging market countries may restrict the free conversion of their currencies
into other currencies. Further, certain emerging market currencies may not be
internationally traded. Certain of these currencies have experienced a steep
devaluation relative to the U.S. dollar. Any devaluations in the currencies in
which a Series' portfolio securities are denominated may have a detrimental
impact on the Series' net asset value.

o Inflation -- Many emerging markets have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have
adverse effects on the economies and securities markets of certain emerging
market countries. In an attempt to control inflation, wage and price controls
have been imposed in certain countries. Of these countries, some, in recent
years, have begun to control inflation through prudent economic policies.

o Liquidity; Trading Volume; Regulatory Oversight -- The securities markets of
emerging market countries are substantially smaller, less developed, less
liquid and more volatile than the major securities markets in the U.S.
Disclosure and regulatory standards are in many respects less stringent than
U.S. standards. Furthermore, there is a lower level of monitoring and
regulation of the markets and the activities of investors in such markets.

The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging market issuers compared to volume
of trading in the securities of U.S. issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and competitiveness
of the securities issuers. For example, limited market size may cause prices
to be unduly influenced by traders who control large positions. Adverse
publicity and investors' perceptions, whether or not based on in-depth
fundamental analysis, may decrease the value and liquidity of portfolio
securities.

The risk also exists that an emergency situation may arise in one or more
emerging markets, as a result of which trading of securities may cease or may
be substantially curtailed and prices for the Series' securities in such
markets may not be readily available. The Series may suspend redemption of its
shares for any period during which an emergency exists, as determined by the
Securities and Exchange Commission (the "SEC"). Accordingly, if the Series
believes that appropriate circumstances exist, it will promptly apply to the
SEC for a determination that an emergency is present. During the period
commencing from the Series' identification of such condition until the date of
the SEC action, the Series' securities in the affected markets will be valued
at fair value determined in good faith by or under the direction of the Board
of Trustees.

o Sovereign Debt -- Investment in sovereign debt can involve a high degree of
risk. The governmental entity that controls the repayment of sovereign debt
may not be able or willing to repay the principal and/or interest when due in
accordance with the terms of such debt. A governmental entity's willingness
or ability to repay principal and interest due in a timely manner may be
affected by, among other factors, its cash flow situation, the extent of its
foreign reserves, the availability of sufficient foreign exchange on the date
a payment is due, the relative size of the debt service burden to the economy
as a whole, the governmental entity's policy towards the International
Monetary Fund and the political constraints to which a governmental entity
may be subject. Governmental entities may also be dependent on expected
disbursements from foreign governments, multilateral agencies and others
abroad to reduce principal and interest on their debt. The commitment on the
part of these governments, agencies and others to make such disbursements may
be conditioned on a governmental entity's implementation of economic reforms
and/or economic performance and the timely service of such debtor's
obligations. Failure to implement such reforms, achieve such levels of
economic performance or repay principal or interest when due may result in
the cancellation of such third parties' commitments to lend funds to the
governmental entity, which may further impair such debtor's ability or
willingness to service its debts in a timely manner. Consequently,
governmental entities may default on their sovereign debt. Holders of
sovereign debt (including the Series) may be requested to participate in the
rescheduling of such debt and to extend further loans to governmental
entities. There is no bankruptcy proceedings by which sovereign debt on which
governmental entities have defaulted may be collected in whole or in part.

Emerging market governmental issuers are among the largest debtors to
commercial banks, foreign governments, international financial organizations
and other financial institutions. Certain emerging market governmental issuers
have not been able to make payments of interest on or principal of debt
obligations as those payments have come due. Obligations arising from past
restructuring agreements may affect the economic performance and political and
social stability of those issuers.

The ability of emerging market governmental issuers to make timely payments on
their obligations is likely to be influenced strongly by the issuer's balance
of payments, including export performance, and its access to international
credits and investments. An emerging market whose exports are concentrated in
a few commodities could be vulnerable to a decline in the international prices
of one or more of those commodities. Increased protectionism on the part of an
emerging market's trading partners could also adversely affect the country's
exports and tarnish its trade account surplus, if any. To the extent that
emerging markets receive payment for their exports in currencies other than
dollars or non-emerging market currencies, its ability to make debt payments
denominated in dollars or non-emerging market currencies could be affected.

To the extent that an emerging market country cannot generate a trade surplus,
it must depend on continuing loans from foreign governments, multilateral
organizations or private commercial banks, aid payments from foreign
governments and on inflows of foreign investment. The access of emerging
markets to these forms of external funding may not be certain, and a
withdrawal of external funding could adversely affect the capacity of emerging
market country governmental issuers to make payments on their obligations. In
addition, the cost of servicing emerging market debt obligations can be
affected by a change in international interest rates since the majority of
these obligations carry interest rates that are adjusted periodically based
upon international rates.

Another factor bearing on the ability of emerging market countries to repay
debt obligations is the level of international reserves of the country.
Fluctuations in the level of these reserves affect the amount of foreign
exchange readily available for external debt payments and thus could have a
bearing on the capacity of emerging market countries to make payments on these
debt obligations.

o Withholding -- Income from securities held by the Series could be reduced by
a withholding tax on the source or other taxes imposed by the emerging market
countries in which the Series makes its investments. The Series' net asset
value may also be affected by changes in the rates or methods of taxation
applicable to the Series or to entities in which the Series has invested. The
Adviser will consider the cost of any taxes in determining whether to acquire
any particular investments, but can provide no assurance that the taxes will
not be subject to change.

FOREIGN SECURITIES: The Series may invest in dollar-denominated and non
dollar-denominated foreign securities. Investing in securities of foreign
issuers generally involves risks not ordinarily associated with investing in
securities of domestic issuers. These include changes in currency rates,
exchange control regulations, securities settlement practices, governmental
administration or economic or monetary policy (in the United States or abroad)
or circumstances in dealings between nations. Costs may be incurred in
connection with conversions between various currencies. Special considerations
may also include more limited information about foreign issuers, higher
brokerage costs, different accounting standards and thinner trading markets.
Foreign securities markets may also be less liquid, more volatile and less
subject to government supervision than in the United States. Investments in
foreign countries could be affected by other factors including expropriation,
confiscatory taxation and potential difficulties in enforcing contractual
obligations and could be subject to extended settlement periods. As a result
of its investments in foreign securities, the Series may receive interest or
dividend payments, or the proceeds of the sale or redemption of such
securities, in the foreign currencies in which such securities are
denominated. Under certain circumstances, such as where the Adviser believes
that the applicable exchange rate is unfavorable at the time the currencies
are received or the Adviser anticipates, for any other reason, that the
exchange rate will improve, the Series may hold such currencies for an
indefinite period of time. While the holding of currencies will permit the
Series to take advantage of favorable movements in the applicable exchange
rate, such strategy also exposes the Series to risk of loss if exchange rates
move in a direction adverse to the Series' position. Such losses could reduce
any profits or increase any losses sustained by the Series from the sale or
redemption of securities and could reduce the dollar value of interest or
dividend payments received.

FORWARD CONTRACTS

The Series may enter into contracts for the purchase or sale of a specific
currency at a future date at a price set at the time the contract is entered
into (a "Forward Contract"), for hedging purposes (e.g., to protect its
current or intended investments from fluctuations in currency exchange rates)
as well as for non-hedging purposes.

A Forward Contract to sell a currency may be entered into where the Series
seeks to protect against an anticipated increase in the exchange rate for a
specific currency which could reduce the dollar value of portfolio securities
denominated in such currency. Conversely, the Series may enter into a Forward
Contract to purchase a given currency to protect against a projected increase
in the dollar value of securities denominated in such currency which the
Series intends to acquire.

If a hedging transaction in Forward Contracts is successful, the decline in
the dollar value of portfolio securities or the increase in the dollar cost of
securities to be acquired may be offset, at least in part, by profits on the
Forward Contract. Nevertheless, by entering into such Forward Contracts, the
Series may be required to forego all or a portion of the benefits which
otherwise could have been obtained from favorable movements in exchange rates.
The Series does not presently intend to hold Forward Contracts entered into
until the value date, at which time it would be required to deliver or accept
delivery of the underlying currency, but will seek in most instances to close
out positions in such Contracts by entering into offsetting transactions,
which will serve to fix the Series' profit or loss based upon the value of the
Contracts at the time the offsetting transaction is executed.

The Series will also enter into transactions in Forward Contracts for other
than hedging purposes, which presents greater profit potential but also
involves increased risk. For example, the Series may purchase a given foreign
currency through a Forward Contract if, in the judgment of the Adviser, the
value of such currency is expected to rise relative to the U.S. dollar.
Conversely, the Series may sell the currency through a Forward Contract if the
Adviser believes that its value will decline relative to the dollar.

The Series will profit if the anticipated movements in foreign currency
exchange rates occur, which will increase its gross income. Where exchange
rates do not move in the direction or to the extent anticipated, however, the
Series may sustain losses which will reduce its gross income. Such
transactions, therefore, could be considered speculative and could involve
significant risk of loss.

The use by the Series of Forward Contracts also involves the risks described
under the caption "Special Risk Factors -- Options, Futures, Forwards, Swaps
and Other Derivative Transactions" in this Appendix.

FUTURES CONTRACTS

The Series may purchase and sell futures contracts ("Futures Contracts") on
stock indices, foreign currencies, interest rates or interest-rate related
instruments, indices of foreign currencies or commodities. The Series may also
purchase and sell Futures Contracts on foreign or domestic fixed income
securities or indices of such securities including municipal bond indices and
any other indices of foreign or domestic fixed income securities that may
become available for trading. Such investment strategies will be used for
hedging purposes and for non-hedging purposes, subject to applicable law.

A Futures Contract is a bilateral agreement providing for the purchase and
sale of a specified type and amount of a financial instrument, foreign
currency or commodity, or for the making and acceptance of a cash settlement,
at a stated time in the future for a fixed price. By its terms, a Futures
Contract provides for a specified settlement month in which, in the case of
the majority of commodities, interest rate and foreign currency futures
contracts, the underlying commodities, fixed income securities or currency are
delivered by the seller and paid for by the purchaser, or on which, in the
case of index futures contracts and certain interest rate and foreign currency
futures contracts, the difference between the price at which the contract was
entered into and the contract's closing value is settled between the purchaser
and seller in cash. Futures Contracts differ from options in that they are
bilateral agreements, with both the purchaser and the seller equally obligated
to complete the transaction. Futures Contracts call for settlement only on the
expiration date and cannot be "exercised" at any other time during their term.

The purchase or sale of a Futures Contract differs from the purchase or sale
of a security or the purchase of an option in that no purchase price is paid
or received. Instead, an amount of cash or cash equivalents, which varies but
may be as low as 5% or less of the value of the contract, must be deposited
with the broker as "initial margin." Subsequent payments to and from the
broker, referred to as "variation margin," are made on a daily basis as the
value of the index or instrument underlying the Futures Contract fluctuates,
making positions in the Futures Contract more or less valuable -- a process
known as "mark-to-market."

Purchases or sales of stock index futures contracts are used to attempt to
protect the Series' current or intended stock investments from broad
fluctuations in stock prices. For example, the Series may sell stock index
futures contracts in anticipation of or during a market decline to attempt to
offset the decrease in market value of the Series' securities portfolio that
might otherwise result. If such decline occurs, the loss in value of portfolio
securities may be offset, in whole or part, by gains on the futures position.
When the Series is not fully invested in the securities market and anticipates
a significant market advance, it may purchase stock index futures contracts in
order to gain rapid market exposure that may, in part or entirely, offset
increases in the cost of securities that the Series intends to purchase. As
such purchases are made, the corresponding positions in stock index futures
contracts will be closed out. In a substantial majority of these transactions,
the Series will purchase such securities upon termination of the futures
position, but under unusual market conditions, a long futures position may be
terminated without a related purchase of securities.

Interest rate Futures Contracts may be purchased or sold to attempt to protect
against the effects of interest rate changes on the Series' current or
intended investments in fixed income securities. For example, if the Series
owned long-term bonds and interest rates were expected to increase, the Series
might enter into interest rate futures contracts for the sale of debt
securities. Such a sale would have much the same effect as selling some of the
long-term bonds in the Series' portfolio. If interest rates did increase, the
value of the debt securities in the portfolio would decline, but the value of
the Series' interest rate futures contracts would increase at approximately
the same rate, subject to the correlation risks described below, thereby
keeping the net asset value of the Series from declining as much as it
otherwise would have.

Similarly, if interest rates were expected to decline, interest rate futures
contracts may be purchased to hedge in anticipation of subsequent purchases of
long-term bonds at higher prices. Since the fluctuations in the value of the
interest rate futures contracts should be similar to that of long-term bonds,
the Series could protect itself against the effects of the anticipated rise in
the value of long-term bonds without actually buying them until the necessary
cash became available or the market had stabilized. At that time, the interest
rate futures contracts could be liquidated and the Series' cash reserves could
then be used to buy long-term bonds on the cash market. The Series could
accomplish similar results by selling bonds with long maturities and investing
in bonds with short maturities when interest rates are expected to increase.
However, since the futures market may be more liquid than the cash market in
certain cases or at certain times, the use of interest rate futures contracts
as a hedging technique may allow the Series to hedge its interest rate risk
without having to sell its portfolio securities.

The Series may purchase and sell foreign currency futures contracts for
hedging purposes, to attempt to protect its current or intended investments
from fluctuations in currency exchange rates. Such fluctuations could reduce
the dollar value of portfolio securities denominated in foreign currencies, or
increase the dollar cost of foreign-denominated securities to be acquired,
even if the value of such securities in the currencies in which they are
denominated remains constant. The Series may sell futures contracts on a
foreign currency, for example, where it holds securities denominated in such
currency and it anticipates a decline in the value of such currency relative
to the dollar. In the event such decline occurs, the resulting adverse effect
on the value of foreign-denominated securities may be offset, in whole or in
part, by gains on the futures contracts.

Conversely, the Series could protect against a rise in the dollar cost of
foreign-denominated securities to be acquired by purchasing futures contracts
on the relevant currency, which could offset, in whole or in part, the
increased cost of such securities resulting from a rise in the dollar value of
the underlying currencies. Where the Series purchases futures contracts under
such circumstances, however, and the prices of securities to be acquired
instead decline, the Series will sustain losses on its futures position which
could reduce or eliminate the benefits of the reduced cost of portfolio
securities to be acquired.

The use by the Series of Futures Contracts also involves the risks described
under the caption "Special Risk Factors -- Options, Futures, Forwards, Swaps
and Other Derivative Transactions" in this Appendix.

INDEXED SECURITIES

The Series may purchase securities with principal and/or interest payments
whose prices are indexed to the prices of other securities, securities
indices, currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt securities
or deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. The Series may also purchase indexed
deposits with similar characteristics. Gold-indexed securities, for example,
typically provide for a maturity value that depends on the price of gold,
resulting in a security whose price tends to rise and fall together with gold
prices. Currency-indexed securities typically are short-term to intermediate-
term debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and may
offer higher yields than U.S. dollar denominated securities of equivalent
issuers. Currency-indexed securities may be positively or negatively indexed;
that is, their maturity value may increase when the specified currency value
increases, resulting in a security that performs similarly to a foreign-
denominated instrument, or their maturity value may decline when foreign
currencies increase, resulting in a security whose price characteristics are
similar to a put on the underlying currency. Currency-indexed securities may
also have prices that depend on the values of a number of different foreign
currencies relative to each other. Certain indexed securities may expose the
Series to the risk of loss of all or a portion of the principal amount of its
investment and/or the interest that might otherwise have been earned on the
amount invested.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government-sponsored entities.

INVERSE FLOATING RATE OBLIGATIONS

The Series may invest in so-called "inverse floating rate obligations" or
"residual interest bonds" or other obligations or certificates relating
thereto structured to have similar features. In creating such an obligation, a
municipality issues a certain amount of debt and pays a fixed interest rate.
Half of the debt is issued as variable rate short term obligations, the
interest rate of which is reset at short intervals, typically 35 days. The
other half of the debt is issued as inverse floating rate obligations, the
interest rate of which is calculated based on the difference between a
multiple of (approximately two times) the interest paid by the issuer and the
interest paid on the short-term obligation. Under usual circumstances, the
holder of the inverse floating rate obligation can generally purchase an equal
principal amount of the short term obligation and link the two obligations in
order to create long-term fixed rate bonds. Because the interest rate on the
inverse floating rate obligation is determined by subtracting the short-term
rate from a fixed amount, the interest rate will decrease as the short-term
rate increases and will increase as the short-term rate decreases. The
magnitude of increases and decreases in the market value of inverse floating
rate obligations may be approximately twice as large as the comparable change
in the market value of an equal principal amount of long-term bonds which bear
interest at the rate paid by the issuer and have similar credit quality,
redemption and maturity provisions.

INVESTMENT IN OTHER INVESTMENT COMPANIES

The Series may invest in other investment companies. The total return on such
investment will be reduced by the operating expenses and fees of such other
investment companies, including advisory fees.

OPEN-END FUNDS. The Series may invest in open-end investment companies.

CLOSED-END FUNDS. The Series may invest in closed-end investment companies.
Such investment may involve the payment of substantial premiums above the
value of such investment companies' portfolio securities.

LENDING OF PORTFOLIO SECURITIES

The Series may seek to increase its income by lending portfolio securities.
Such loans will usually be made only to member firms of the New York Stock
Exchange (the "Exchange") (and subsidiaries thereof) and member banks of the
Federal Reserve System, and would be required to be secured continuously by
collateral in cash, an irrevocable letter of credit or United States ("U.S.")
Treasury securities maintained on a current basis at an amount at least equal
to the market value of the securities loaned. The Series would have the right
to call a loan and obtain the securities loaned at any time on customary
industry settlement notice (which will not usually exceed five business days).
For the duration of a loan, the Series would continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities
loaned. The Series would also receive a fee from the borrower or compensation
from the investment of the collateral, less a fee paid to the borrower (if the
collateral is in the form of cash). The Series would not, however, have the
right to vote any securities having voting rights during the existence of the
loan, but the Series would call the loan in anticipation of an important vote
to be taken among holders of the securities or of the giving or withholding of
their consent on a material matter affecting the investment. As with other
extensions of credit there are risks of delay in recovery or even loss of
rights in the collateral should the borrower of the securities fail
financially. However, the loans would be made only to firms deemed by the
Adviser to be of good standing, and when, in the judgment of the Adviser, the
consideration which can be earned currently from securities loans of this type
justifies the attendant risk.

LEVERAGING TRANSACTIONS

The Series may engage in the types of transactions described below, which
involve "leverage" because in each case the Series receives cash which it can
invest in portfolio securities and has a future obligation to make a payment.
The use of these transactions by the Series will generally cause its net asset
value to increase or decrease at a greater rate than would otherwise be the
case. Any investment income or gains earned from the portfolio securities
purchased with the proceeds from these transactions which is in excess of the
expenses associated from these transactions can be expected to cause the value
of the Series' shares and distributions on the Series' shares to rise more
quickly than would otherwise be the case. Conversely, if the investment income
or gains earned from the portfolio securities purchased with proceeds from
these transactions fail to cover the expenses associated with these
transactions, the value of the Series' shares is likely to decrease more
quickly than otherwise would be the case and distributions thereon will be
reduced or eliminated. Hence, these transactions are speculative, involve
leverage and increase the risk of owning or investing in the shares of the
Series. These transactions also increase the Series' expenses because of
interest and similar payments and administrative expenses associated with
them. Unless the appreciation and income on assets purchased with proceeds
from these transactions exceed the costs associated with them, the use of
these transactions by a Series would diminish the investment performance of
the Series compared with what it would have been without using these
transactions.

BANK BORROWINGS: The Series may borrow money for investment purposes from
banks and invest the proceeds in accordance with its investment objectives and
policies.

MORTGAGE "DOLLAR ROLL" TRANSACTIONS: The Series may enter into mortgage
"dollar roll" transactions pursuant to which it sells mortgage-backed
securities for delivery in the future and simultaneously contracts to
repurchase substantially similar securities on a specified future date. During
the roll period, the Series foregoes principal and interest paid on the
mortgage-backed securities. The Series is compensated for the lost interest by
the difference between the current sales price and the lower price for the
future purchase (often referred to as the "drop") as well as by the interest
earned on, and gains from, the investment of the cash proceeds of the initial
sale. The Series may also be compensated by receipt of a commitment fee.

If the income and capital gains from the Series' investment of the cash from
the initial sale do not exceed the income, capital appreciation and gain or
loss that would have been realized on the securities sold as part of the
dollar roll, the use of this technique will diminish the investment
performance of the Series compared with what the performance would have been
without the use of the dollar rolls. Dollar roll transactions involve the risk
that the market value of the securities the Series is required to purchase may
decline below the agreed upon repurchase price of those securities. If the
broker/dealer to whom the Series sells securities becomes insolvent, the
Series' right to purchase or repurchase securities may be restricted.
Successful use of mortgage dollar rolls may depend upon the Adviser's ability
to correctly predict interest rates and prepayments. There is no assurance
that dollar rolls can be successfully employed.

REVERSE REPURCHASE AGREEMENTS: The Series may enter into reverse repurchase
agreements. In a reverse repurchase agreement, the Series will sell securities
and receive cash proceeds, subject to its agreement to repurchase the
securities at a later date for a fixed price reflecting a market rate of
interest. There is a risk that the counterparty to a reverse repurchase
agreement will be unable or unwilling to complete the transaction as
scheduled, which may result in losses to the Series. The Series will invest
the proceeds received under a reverse repurchase agreement in accordance with
its investment objective and policies.

OPTIONS

The Series may invest in the following types of options, which involve the
risks described under the caption "Special Risk Factors -- Options, Futures,
Forwards, Swaps and Other Derivative Transactions" in this Appendix:

OPTIONS ON FOREIGN CURRENCIES: The Series may purchase and write options on
foreign currencies for hedging and non-hedging purposes in a manner similar to
that in which Futures Contracts on foreign currencies, or Forward Contracts,
will be utilized. For example, a decline in the dollar value of a foreign
currency in which portfolio securities are denominated will reduce the dollar
value of such securities, even if their value in the foreign currency remains
constant. In order to protect against such diminutions in the value of
portfolio securities, the Series may purchase put options on the foreign
currency. If the value of the currency does decline, the Series will have the
right to sell such currency for a fixed amount in dollars and will thereby
offset, in whole in part, the adverse effect on its portfolio which otherwise
would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of
such securities, the Series may purchase call options thereon. The purchase of
such options could offset, at least partially, the effect of the adverse
movements in exchange rates. As in the case of other types of options,
however, the benefit to the Series deriving from purchases of foreign currency
options will be reduced by the amount of the premium and related transaction
costs. In addition, where currency exchange rates do not move in the direction
or to the extent anticipated, the Series could sustain losses on transactions
in foreign currency options which would require it to forego a portion or all
of the benefits of advantageous changes in such rates. The Series may write
options on foreign currencies for the same types of hedging purposes. For
example, where the Series anticipates a decline in the dollar value of
foreign-denominated securities due to adverse fluctuations in exchange rates
it could, instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the option will most likely
not be exercised, and the diminution in value of portfolio securities will be
offset by the amount of the premium received less related transaction costs.
As in the case of other types of options, therefore, the writing of Options on
Foreign Currencies will constitute only a partial hedge.

Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, the Series could
write a put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Series to hedge such
increased cost up to the amount of the premium. Foreign currency options
written by the Series will generally be covered in a manner similar to the
covering of other types of options. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a
partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and
the Series would be required to purchase or sell the underlying currency at a
loss which may not be offset by the amount of the premium. Through the writing
of options on foreign currencies, the Series also may be required to forego
all or a portion of the benefits which might otherwise have been obtained from
favorable movements in exchange rates. The use of foreign currency options for
non-hedging purposes, like the use of other types of derivatives for such
purposes, presents greater profit potential but also significant risk of loss
and could be considered speculative.

OPTIONS ON FUTURES CONTRACTS: The Series also may purchase and write options
to buy or sell those Futures Contracts in which it may invest ("Options on
Futures Contracts") as described above under "Futures Contracts." Such
investment strategies will be used for hedging purposes and for non-hedging
purposes, subject to applicable law.

An Option on a Futures Contract provides the holder with the right to enter
into a "long" position in the underlying Futures Contract, in the case of a
call option, or a "short" position in the underlying Futures Contract, in the
case of a put option, at a fixed exercise price up to a stated expiration date
or, in the case of certain options, on such date. Upon exercise of the option
by the holder, the contract market clearinghouse establishes a corresponding
short position for the writer of the option, in the case of a call option, or
a corresponding long position in the case of a put option. In the event that
an option is exercised, the parties will be subject to all the risks
associated with the trading of Futures Contracts, such as payment of initial
and variation margin deposits. In addition, the writer of an Option on a
Futures Contract, unlike the holder, is subject to initial and variation
margin requirements on the option position.

A position in an Option on a Futures Contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or
sale transaction, subject to the availability of a liquid secondary market,
which is the purchase or sale of an option of the same type (i.e., the same
exercise price and expiration date) as the option previously purchased or
sold. The difference between the premiums paid and received represents the
Series' profit or loss on the transaction.

Options on Futures Contracts that are written or purchased by the Series on
U.S. exchanges are traded on the same contract market as the underlying
Futures Contract, and, like Futures Contracts, are subject to regulation by
the Commodity Futures Trading Commission (the "CFTC") and the performance
guarantee of the exchange clearinghouse. In addition, Options on Futures
Contracts may be traded on foreign exchanges. The Series may cover the writing
of call Options on Futures Contracts (a) through purchases of the underlying
Futures Contract, (b) through ownership of the instrument, or instruments
included in the index, underlying the Futures Contract, or (c) through the
holding of a call on the same Futures Contract and in the same principal
amount as the call written where the exercise price of the call held (i) is
equal to or less than the exercise price of the call written or (ii) is
greater than the exercise price of the call written if the Series owns liquid
and unencumbered assets equal to the difference. The Series may cover the
writing of put Options on Futures Contracts (a) through sales of the
underlying Futures Contract, (b) through the ownership of liquid and
unencumbered assets equal to the value of the security or index underlying the
Futures Contract, or (c) through the holding of a put on the same Futures
Contract and in the same principal amount as the put written where the
exercise price of the put held (i) is equal to or greater than the exercise
price of the put written or where the exercise price of the put held (ii) is
less than the exercise price of the put written if the Series owns liquid and
unencumbered assets equal to the difference. Put and call Options on Futures
Contracts may also be covered in such other manner as may be in accordance
with the rules of the exchange on which the option is traded and applicable
laws and regulations. Upon the exercise of a call Option on a Futures Contract
written by the Series, the Series will be required to sell the underlying
Futures Contract which, if the Series has covered its obligation through the
purchase of such Contract, will serve to liquidate its futures position.
Similarly, where a put Option on a Futures Contract written by the Series is
exercised, the Series will be required to purchase the underlying Futures
Contract which, if the Series has covered its obligation through the sale of
such Contract, will close out its futures position.

The writing of a call option on a Futures Contract for hedging purposes
constitutes a partial hedge against declining prices of the securities or
other instruments required to be delivered under the terms of the Futures
Contract. If the futures price at expiration of the option is below the
exercise price, the Series will retain the full amount of the option premium,
less related transaction costs, which provides a partial hedge against any
decline that may have occurred in the Series' portfolio holdings. The writing
of a put option on a Futures Contract constitutes a partial hedge against
increasing prices of the securities or other instruments required to be
delivered under the terms of the Futures Contract. If the futures price at
expiration of the option is higher than the exercise price, the Series will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Series intends to
purchase. If a put or call option the Series has written is exercised, the
Series will incur a loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes in the value
of its portfolio securities and the changes in the value of its futures
positions, the Series' losses from existing Options on Futures Contracts may
to some extent be reduced or increased by changes in the value of portfolio
securities.

The Series may purchase Options on Futures Contracts for hedging purposes
instead of purchasing or selling the underlying Futures Contracts. For
example, where a decrease in the value of portfolio securities is anticipated
as a result of a projected market-wide decline or changes in interest or
exchange rates, the Series could, in lieu of selling Futures Contracts,
purchase put options thereon. In the event that such decrease occurs, it may
be offset, in whole or in part, by a profit on the option. Conversely, where
it is projected that the value of securities to be acquired by the Series will
increase prior to acquisition, due to a market advance or changes in interest
or exchange rates, the Series could purchase call Options on Futures Contracts
rather than purchasing the underlying Futures Contracts.

OPTIONS ON SECURITIES: The Series may write (sell) covered put and call
options, and purchase put and call options, on securities. Call and put
options written by the Series may be covered in the manner set forth below.

A call option written by the Series is "covered" if the Series owns the
security underlying the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration if the Series owns liquid and unencumbered assets equal to the
amount of cash consideration) upon conversion or exchange of other securities
held in its portfolio. A call option is also covered if the Series holds a
call on the same security and in the same principal amount as the call written
where the exercise price of the call held (a) is equal to or less than the
exercise price of the call written or (b) is greater than the exercise price
of the call written if the Series owns liquid and unencumbered assets equal to
the difference. A put option written by the Series is "covered" if the Series
owns liquid and unencumbered assets with a value equal to the exercise price,
or else holds a put on the same security and in the same principal amount as
the put written where the exercise price of the put held is equal to or
greater than the exercise price of the put written or where the exercise price
of the put held is less than the exercise price of the put written if the
Series owns liquid and unencumbered assets equal to the difference. Put and
call options written by the Series may also be covered in such other manner as
may be in accordance with the requirements of the exchange on which, or the
counterparty with which, the option is traded, and applicable laws and
regulations. If the writer's obligation is not so covered, it is subject to
the risk of the full change in value of the underlying security from the time
the option is written until exercise.

Effecting a closing transaction in the case of a written call option will
permit the Series to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case
of a written put option will permit the Series to write another put option to
the extent that the Series owns liquid and unencumbered assets. Such
transactions permit the Series to generate additional premium income, which
will partially offset declines in the value of portfolio securities or
increases in the cost of securities to be acquired. Also, effecting a closing
transaction will permit the cash or proceeds from the concurrent sale of any
securities subject to the option to be used for other investments of the
Series, provided that another option on such security is not written. If the
Series desires to sell a particular security from its portfolio on which it
has written a call option, it will effect a closing transaction in connection
with the option prior to or concurrent with the sale of the security.

The Series will realize a profit from a closing transaction if the premium
paid in connection with the closing of an option written by the Series is less
than the premium received from writing the option, or if the premium received
in connection with the closing of an option purchased by the Series is more
than the premium paid for the original purchase. Conversely, the Series will
suffer a loss if the premium paid or received in connection with a closing
transaction is more or less, respectively, than the premium received or paid
in establishing the option position. Because increases in the market price of
a call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option
previously written by the Series is likely to be offset in whole or in part by
appreciation of the underlying security owned by the Series.

The Series may write options in connection with buy-and-write transactions;
that is, the Series may purchase a security and then write a call option
against that security. The exercise price of the call option the Series
determines to write will depend upon the expected price movement of the
underlying security. The exercise price of a call option may be below ("in-
the-money"), equal to ("at-the-money") or above ("out-of-the-money") the
current value of the underlying security at the time the option is written.
Buy-and-write transactions using in-the-money call options may be used when it
is expected that the price of the underlying security will decline moderately
during the option period. Buy-and-write transactions using out-of-the-money
call options may be used when it is expected that the premiums received from
writing the call option plus the appreciation in the market price of the
underlying security up to the exercise price will be greater than the
appreciation in the price of the underlying security alone. If the call
options are exercised in such transactions, the Series' maximum gain will be
the premium received by it for writing the option, adjusted upwards or
downwards by the difference between the Series' purchase price of the security
and the exercise price, less related transaction costs. If the options are not
exercised and the price of the underlying security declines, the amount of
such decline will be offset in part, or entirely, by the premium received.

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Series' gain will be limited to the
premium received, less related transaction costs. If the market price of the
underlying security declines or otherwise is below the exercise price, the
Series may elect to close the position or retain the option until it is
exercised, at which time the Series will be required to take delivery of the
security at the exercise price; the Series' return will be the premium
received from the put option minus the amount by which the market price of the
security is below the exercise price, which could result in a loss. Out-of-
the-money, at-the-money and in-the-money put options may be used by the Series
in the same market environments that call options are used in equivalent buy-
and-write transactions.

The Series may also write combinations of put and call options on the same
security, known as "straddles" with the same exercise price and expiration
date. By writing a straddle, the Series undertakes a simultaneous obligation
to sell and purchase the same security in the event that one of the options is
exercised. If the price of the security subsequently rises sufficiently above
the exercise price to cover the amount of the premium and transaction costs,
the call will likely be exercised and the Series will be required to sell the
underlying security at a below market price. This loss may be offset, however,
in whole or part, by the premiums received on the writing of the two options.
Conversely, if the price of the security declines by a sufficient amount, the
put will likely be exercised. The writing of straddles will likely be
effective, therefore, only where the price of the security remains stable and
neither the call nor the put is exercised. In those instances where one of the
options is exercised, the loss on the purchase or sale of the underlying
security may exceed the amount of the premiums received.

By writing a call option, the Series limits its opportunity to profit from any
increase in the market value of the underlying security above the exercise
price of the option. By writing a put option, the Series assumes the risk that
it may be required to purchase the underlying security for an exercise price
above its then-current market value, resulting in a capital loss unless the
security subsequently appreciates in value. The writing of options on
securities will not be undertaken by the Series solely for hedging purposes,
and could involve certain risks which are not present in the case of hedging
transactions. Moreover, even where options are written for hedging purposes,
such transactions constitute only a partial hedge against declines in the
value of portfolio securities or against increases in the value of securities
to be acquired, up to the amount of the premium.

The Series may also purchase options for hedging purposes or to increase its
return. Put options may be purchased to hedge against a decline in the value
of portfolio securities. If such decline occurs, the put options will permit
the Series to sell the securities at the exercise price, or to close out the
options at a profit. By using put options in this way, the Series will reduce
any profit it might otherwise have realized in the underlying security by the
amount of the premium paid for the put option and by transaction costs.

The Series may also purchase call options to hedge against an increase in the
price of securities that the Series anticipates purchasing in the future. If
such increase occurs, the call option will permit the Series to purchase the
securities at the exercise price, or to close out the options at a profit. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Series upon exercise of the option, and,
unless the price of the underlying security rises sufficiently, the option may
expire worthless to the Series.

OPTIONS ON STOCK INDICES: The Series may write (sell) covered call and put
options and purchase call and put options on stock indices. In contrast to an
option on a security, an option on a stock index provides the holder with the
right but not the obligation to make or receive a cash settlement upon
exercise of the option, rather than the right to purchase or sell a security.
The amount of this settlement is generally equal to (i) the amount, if any, by
which the fixed exercise price of the option exceeds (in the case of a call)
or is below (in the case of a put) the closing value of the underlying index
on the date of exercise, multiplied by (ii) a fixed "index multiplier." The
Series may cover written call options on stock indices by owning securities
whose price changes, in the opinion of the Adviser, are expected to be similar
to those of the underlying index, or by having an absolute and immediate right
to acquire such securities without additional cash consideration (or for
additional cash consideration if the Series owns liquid and unencumbered
assets equal to the amount of cash consideration) upon conversion or exchange
of other securities in its portfolio. Where the Series covers a call option on
a stock index through ownership of securities, such securities may not match
the composition of the index and, in that event, the Series will not be fully
covered and could be subject to risk of loss in the event of adverse changes
in the value of the index. The Series may also cover call options on stock
indices by holding a call on the same index and in the same principal amount
as the call written where the exercise price of the call held (a) is equal to
or less than the exercise price of the call written or (b) is greater than the
exercise price of the call written if the Series owns liquid and unencumbered
assets equal to the difference. The Series may cover put options on stock
indices by owning liquid and unencumbered assets with a value equal to the
exercise price, or by holding a put on the same stock index and in the same
principal amount as the put written where the exercise price of the put held
(a) is equal to or greater than the exercise price of the put written or (b)
is less than the exercise price of the put written if the Series owns liquid
and unencumbered assets equal to the difference. Put and call options on stock
indices may also be covered in such other manner as may be in accordance with
the rules of the exchange on which, or the counterparty with which, the option
is traded and applicable laws and regulations.

The Series will receive a premium from writing a put or call option, which
increases the Series' gross income in the event the option expires unexercised
or is closed out at a profit. If the value of an index on which the Series has
written a call option falls or remains the same, the Series will realize a
profit in the form of the premium received (less transaction costs) that could
offset all or a portion of any decline in the value of the securities it owns.
If the value of the index rises, however, the Series will realize a loss in
its call option position, which will reduce the benefit of any unrealized
appreciation in the Series' stock investments. By writing a put option, the
Series assumes the risk of a decline in the index. To the extent that the
price changes of securities owned by the Series correlate with changes in the
value of the index, writing covered put options on indices will increase the
Series' losses in the event of a market decline, although such losses will be
offset in part by the premium received for writing the option.

The Series may also purchase put options on stock indices to hedge its
investments against a decline in value. By purchasing a put option on a stock
index, the Series will seek to offset a decline in the value of securities it
owns through appreciation of the put option. If the value of the Series'
investments does not decline as anticipated, or if the value of the option
does not increase, the Series' loss will be limited to the premium paid for
the option plus related transaction costs. The success of this strategy will
largely depend on the accuracy of the correlation between the changes in value
of the index and the changes in value of the Series' security holdings.

The purchase of call options on stock indices may be used by the Series to
attempt to reduce the risk of missing a broad market advance, or an advance in
an industry or market segment, at a time when the Series holds uninvested cash
or short-term debt securities awaiting investment. When purchasing call
options for this purpose, the Series will also bear the risk of losing all or
a portion of the premium paid if the value of the index does not rise. The
purchase of call options on stock indices when the Series is substantially
fully invested is a form of leverage, up to the amount of the premium and
related transaction costs, and involves risks of loss and of increased
volatility similar to those involved in purchasing calls on securities the
Series owns.

The index underlying a stock index option may be a "broad-based" index, such
as the Standard & Poor's 500 Index or the New York Stock Exchange Composite
Index, the changes in value of which ordinarily will reflect movements in the
stock market in general. In contrast, certain options may be based on narrower
market indices, such as the Standard & Poor's 100 Index, or on indices of
securities of particular industry groups, such as those of oil and gas or
technology companies. A stock index assigns relative values to the stocks
included in the index and the index fluctuates with changes in the market
values of the stocks so included. The composition of the index is changed
periodically.

RESET OPTIONS:

In certain instances, the Series may purchase or write options on U.S.
Treasury securities which provide for periodic adjustment of the strike price
and may also provide for the periodic adjustment of the premium during the
term of each such option. Like other types of options, these transactions,
which may be referred to as "reset" options or "adjustable strike" options
grant the purchaser the right to purchase (in the case of a call) or sell (in
the case of a put), a specified type of U.S. Treasury security at any time up
to a stated expiration date (or, in certain instances, on such date). In
contrast to other types of options, however, the price at which the underlying
security may be purchased or sold under a "reset" option is determined at
various intervals during the term of the option, and such price fluctuates
from interval to interval based on changes in the market value of the
underlying security. As a result, the strike price of a "reset" option, at the
time of exercise, may be less advantageous than if the strike price had been
fixed at the initiation of the option. In addition, the premium paid for the
purchase of the option may be determined at the termination, rather than the
initiation, of the option. If the premium for a reset option written by the
Series is paid at termination, the Series assumes the risk that (i) the
premium may be less than the premium which would otherwise have been received
at the initiation of the option because of such factors as the volatility in
yield of the underlying Treasury security over the term of the option and
adjustments made to the strike price of the option, and (ii) the option
purchaser may default on its obligation to pay the premium at the termination
of the option. Conversely, where the Series purchases a reset option, it could
be required to pay a higher premium than would have been the case at the
initiation of the option.

"YIELD CURVE" OPTIONS: The Series may also enter into options on the "spread,"
or yield differential, between two fixed income securities, in transactions
referred to as "yield curve" options. In contrast to other types of options, a
yield curve option is based on the difference between the yields of designated
securities, rather than the prices of the individual securities, and is
settled through cash payments. Accordingly, a yield curve option is profitable
to the holder if this differential widens (in the case of a call) or narrows
(in the case of a put), regardless of whether the yields of the underlying
securities increase or decrease.

Yield curve options may be used for the same purposes as other options on
securities. Specifically, the Series may purchase or write such options for
hedging purposes. For example, the Series may purchase a call option on the
yield spread between two securities, if it owns one of the securities and
anticipates purchasing the other security and wants to hedge against an
adverse change in the yield spread between the two securities. The Series may
also purchase or write yield curve options for other than hedging purposes
(i.e., in an effort to increase its current income) if, in the judgment of the
Adviser, the Series will be able to profit from movements in the spread
between the yields of the underlying securities. The trading of yield curve
options is subject to all of the risks associated with the trading of other
types of options. In addition, however, such options present risk of loss even
if the yield of one of the underlying securities remains constant, if the
spread moves in a direction or to an extent which was not anticipated. Yield
curve options written by the Series will be "covered". A call (or put) option
is covered if the Series holds another call (or put) option on the spread
between the same two securities and owns liquid and unencumbered assets
sufficient to cover the Series' net liability under the two options.
Therefore, the Series' liability for such a covered option is generally
limited to the difference between the amount of the Series' liability under
the option written by the Series less the value of the option held by the
Series. Yield curve options may also be covered in such other manner as may be
in accordance with the requirements of the counterparty with which the option
is traded and applicable laws and regulations. Yield curve options are traded
over-the-counter and because they have been only recently introduced,
established trading markets for these securities have not yet developed.

REPURCHASE AGREEMENTS

The Series may enter into repurchase agreements with sellers who are member
firms (or a subsidiary thereof) of the New York Stock Exchange or members of
the Federal Reserve System, recognized primary U.S. Government securities
dealers or institutions which the Adviser has determined to be of comparable
creditworthiness. The securities that the Series purchases and holds through
its agent are U.S. Government securities, the values of which are equal to or
greater than the repurchase price agreed to be paid by the seller. The
repurchase price may be higher than the purchase price, the difference being
income to the Series, or the purchase and repurchase prices may be the same,
with interest at a standard rate due to the Series together with the
repurchase price on repurchase. In either case, the income to the Series is
unrelated to the interest rate on the Government securities.

The repurchase agreement provides that in the event the seller fails to pay
the amount agreed upon on the agreed upon delivery date or upon demand, as the
case may be, the Series will have the right to liquidate the securities. If at
the time the Series is contractually entitled to exercise its right to
liquidate the securities, the seller is subject to a proceeding under the
bankruptcy laws or its assets are otherwise subject to a stay order, the
Series' exercise of its right to liquidate the securities may be delayed and
result in certain losses and costs to the Series. The Series has adopted and
follows procedures which are intended to minimize the risks of repurchase
agreements. For example, the Series only enters into repurchase agreements
after the Adviser has determined that the seller is creditworthy, and the
Adviser monitors that seller's creditworthiness on an ongoing basis. Moreover,
under such agreements, the value of the securities (which are marked to market
every business day) is required to be greater than the repurchase price, and
the Series has the right to make margin calls at any time if the value of the
securities falls below the agreed upon collateral.

RESTRICTED SECURITIES

The Series may purchase securities that are not registered under the
Securities Act of 1933, as amended ("1933 Act") ("restricted securities"),
including those that can be offered and sold to "qualified institutional
buyers" under Rule 144A under the 1933 Act ("Rule 144A securities") and
commercial paper issued under Section 4(2) of the 1933 Act ("4(2) Paper"). A
determination is made, based upon a continuing review of the trading markets
for the Rule 144A security or 4(2) Paper, whether such security is liquid and
thus not subject to the Series' limitation on investing in illiquid
investments. The Board of Trustees has adopted guidelines and delegated to MFS
the daily function of determining and monitoring the liquidity of Rule 144A
securities and 4(2) Paper. The Board, however, retains oversight of the
liquidity determinations focusing on factors such as valuation, liquidity and
availability of information. Investing in Rule 144A securities could have the
effect of decreasing the level of liquidity in the Series to the extent that
qualified institutional buyers become for a time uninterested in purchasing
these Rule 144A securities held in the Series' portfolio. Subject to the
Series' limitation on investments in illiquid investments, the Series may also
invest in restricted securities that may not be sold under Rule 144A, which
presents certain risks. As a result, the Series might not be able to sell
these securities when the Adviser wishes to do so, or might have to sell them
at less than fair value. In addition, market quotations are less readily
available. Therefore, judgment may at times play a greater role in valuing
these securities than in the case of unrestricted securities.

SHORT SALES

The Series may seek to hedge investments or realize additional gains through
short sales. The Series may make short sales, which are transactions in which
the Series sells a security it does not own, in anticipation of a decline in
the market value of that security. To complete such a transaction, the Series
must borrow the security to make delivery to the buyer. The Series then is
obligated to replace the security borrowed by purchasing it at the market
price at the time of replacement. The price at such time may be more or less
than the price at which the security was sold by the Series. Until the
security is replaced, the Series is required to repay the lender any dividends
or interest which accrue during the period of the loan. To borrow the
security, the Series also may be required to pay a premium, which would
increase the cost of the security sold. The net proceeds of the short sale
will be retained by the broker, to the extent necessary to meet margin
requirements, until the short position is closed out. The Series also will
incur transaction costs in effecting short sales.

The Series will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which
the Series replaces the borrowed security. The Series will realize a gain if
the price of the security declines between those dates. The amount of any gain
will be decreased, and the amount of any loss increased, by the amount of the
premium, dividends or interest the Series may be required to pay in connection
with a short sale.

Whenever the Series engages in short sales, it identifies liquid and
unencumbered assets in an amount that, when combined with the amount of
collateral deposited with the broker connection with the short sale, equals
the current market value of the security sold short.

SHORT SALES AGAINST THE BOX

The Series may make short sales "against the box," i.e., when a security
identical to one owned by the Series is borrowed and sold short. If the Series
enters into a short sale against the box, it is required to segregate
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and is required
to hold such securities while the short sale is outstanding. The Series will
incur transaction costs, including interest, in connection with opening,
maintaining, and closing short sales against the box.

SHORT TERM INSTRUMENTS

The Series may hold cash and invest in cash equivalents, such as short-term
U.S. Government Securities, commercial paper and bank instruments.

SWAPS AND RELATED DERIVATIVE INSTRUMENTS

The Series may enter into interest rate swaps, currency swaps and other types
of available swap agreements, including swaps on securities, commodities and
indices, and related types of derivatives, such as caps, collars and floors. A
swap is an agreement between two parties pursuant to which each party agrees
to make one or more payments to the other on regularly scheduled dates over a
stated term, based on different interest rates, currency exchange rates,
security or commodity prices, the prices or rates of other types of financial
instruments or assets or the levels of specified indices. Under a typical
swap, one party may agree to pay a fixed rate or a floating rate determined by
reference to a specified instrument, rate or index, multiplied in each case by
a specified amount (the "notional amount"), while the other party agrees to
pay an amount equal to a different floating rate multiplied by the same
notional amount. On each payment date, the obligations of parties are netted,
with only the net amount paid by one party to the other. All swap agreements
entered into by the Series with the same counterparty are generally governed
by a single master agreement, which provides for the netting of all amounts
owed by the parties under the agreement upon the occurrence of an event of
default, thereby reducing the credit risk to which such party is exposed.

Swap agreements are typically individually negotiated and structured to
provide exposure to a variety of different types of investments or market
factors. Swap agreements may be entered into for hedging or non-hedging
purposes and therefore may increase or decrease the Series' exposure to the
underlying instrument, rate, asset or index. Swap agreements can take many
different forms and are known by a variety of names. The Series is not limited
to any particular form or variety of swap agreement if the Adviser determines
it is consistent with the Series' investment objective and policies.

For example, the Series may enter into an interest rate swap in order to
protect against declines in the value of fixed income securities held by the
Series. In such an instance, the Series would agree with a counterparty to pay
a fixed rate (multiplied by a notional amount) and the counterparty would
agree to pay a floating rate multiplied by the same notional amount. If
interest rates rise, resulting in a diminution in the value of the Series'
portfolio, the Series would receive payments under the swap that would offset,
in whole or part, such diminution in value. The Series may also enter into
swaps to modify its exposure to particular markets or instruments, such as a
currency swap between the U.S. dollar and another currency which would have
the effect of increasing or decreasing the Series' exposure to each such
currency. The Series might also enter into a swap on a particular security, or
a basket or index of securities, in order to gain exposure to the underlying
security or securities, as an alternative to purchasing such securities. Such
transactions could be more efficient or less costly in certain instances than
an actual purchase or sale of the securities.

The Series may enter into other related types of over-the-counter derivatives,
such as "caps", "floors", "collars" and options on swaps, or "swaptions", for
the same types of hedging or non-hedging purposes. Caps and floors are similar
to swaps, except that one party pays a fee at the time the transaction is
entered into and has no further payment obligations, while the other party is
obligated to pay an amount equal to the amount by which a specified fixed or
floating rate exceeds or is below another rate (multiplied by a notional
amount). Caps and floors, therefore, are also similar to options. A collar is
in effect a combination of a cap and a floor, with payments made only within
or outside a specified range of prices or rates. A swaption is an option to
enter into a swap agreement. Like other types of options, the buyer of a
swaption pays a non-refundable premium for the option and obtains the right,
but not the obligation, to enter into the underlying swap on the agreed-upon
terms.

The Series will maintain liquid and unencumbered assets to cover its current
obligations under swap and other over-the-counter derivative transactions. If
the Series enters into a swap agreement on a net basis (i.e., the two payment
streams are netted out, with the Series receiving or paying, as the case may
be, only the net amount of the two payments), the Series will maintain liquid
and unencumbered assets with a daily value at least equal to the excess, if
any, of the Series' accrued obligations under the swap agreement over the
accrued amount the Series is entitled to receive under the agreement. If the
Series enters into a swap agreement on other than a net basis, it will
maintain liquid and unencumbered assets with a value equal to the full amount
of the Series' accrued obligations under the agreement.

The most significant factor in the performance of swaps, caps, floors and
collars is the change in the underlying price, rate or index level that
determines the amount of payments to be made under the arrangement. If the
Adviser is incorrect in its forecasts of such factors, the investment
performance of the Series would be less than what it would have been if these
investment techniques had not been used. If a swap agreement calls for
payments by the Series, the Series must be prepared to make such payments when
due. In addition, if the counterparty's creditworthiness would decline, the
value of the swap agreement would be likely to decline, potentially resulting
in losses.

If the counterparty defaults, the Series' risk of loss consists of the net
amount of payments that the Series is contractually entitled to receive. The
Series anticipates that it will be able to eliminate or reduce its exposure
under these arrangements by assignment or other disposition or by entering
into an offsetting agreement with the same or another counterparty, but there
can be no assurance that it will be able to do so.

The uses by the Series of swaps and related derivative instruments also
involves the risks described under the caption "Special Risk Factors --
Options, Futures, Forwards, Swaps and Other Derivative Transactions" in this
Appendix.

TEMPORARY BORROWINGS

The Series may borrow money for temporary purposes (e.g., to meet redemption
requests or settle outstanding purchases of portfolio securities).

TEMPORARY DEFENSIVE POSITIONS

During periods of unusual market conditions when the Adviser believes that
investing for temporary defensive purposes is appropriate, or in order to meet
anticipated redemption requests, a large portion or all of the assets of the
Series may be invested in cash (including foreign currency) or cash
equivalents, including, but not limited to, obligations of banks (including
certificates of deposit, bankers' acceptances, time deposits and repurchase
agreements), commercial paper, short-term notes, U.S. Government Securities
and related repurchase agreements.

WARRANTS

The Series may invest in warrants. Warrants are securities that give the
Series the right to purchase equity securities from the issuer at a specific
price (the "strike price") for a limited period of time. The strike price of
warrants typically is much lower than the current market price of the
underlying securities, yet they are subject to similar price fluctuations. As
a result, warrants may be more volatile investments than the underlying
securities and may offer greater potential for capital appreciation as well as
capital loss. Warrants do not entitle a holder to dividends or voting rights
with respect to the underlying securities and do not represent any rights in
the assets of the issuing company. Also, the value of the warrant does not
necessarily change with the value of the underlying securities and a warrant
ceases to have value if it is not exercised prior to the expiration date.
These factors can make warrants more speculative than other types of
investments.

"WHEN-ISSUED" SECURITIES

The Series may purchase securities on a "when-issued" or on a "forward
delivery" basis which means that the securities will be delivered to the
Series at a future date usually beyond customary settlement time. The
commitment to purchase a security for which payment will be made on a future
date may be deemed a separate security. In general, the Series does not pay
for such securities until received, and does not start earning interest on the
securities until the contractual settlement date. While awaiting delivery of
securities purchased on such bases, a Series will identify liquid and
unencumbered assets equal to its forward delivery commitment.

SPECIAL RISK FACTORS -- OPTIONS, FUTURES, FORWARDS, SWAPS AND OTHER DERIVATIVE
TRANSACTIONS

RISK OF IMPERFECT CORRELATION OF HEDGING INSTRUMENTS WITH THE SERIES'
PORTFOLIO: The Series' ability effectively to hedge all or a portion of its
portfolio through transactions in derivatives, including options, Futures
Contracts, Options on Futures Contracts, Forward Contracts, swaps and other
types of derivatives depends on the degree to which price movements in the
underlying index or instrument correlate with price movements in the relevant
portion of the Series' portfolio. In the case of derivative instruments based
on an index, the portfolio will not duplicate the components of the index, and
in the case of derivative instruments on fixed income securities, the
portfolio securities which are being hedged may not be the same type of
obligation underlying such derivatives. The use of derivatives for "cross
hedging" purposes (such as a transaction in a Forward Contract on one currency
to hedge exposure to a different currency) may involve greater correlation
risks. Consequently, the Series bears the risk that the price of the portfolio
securities being hedged will not move in the same amount or direction as the
underlying index or obligation.

If the Series purchases a put option on an index and the index decreases less
than the value of the hedged securities, the Series would experience a loss
which is not completely offset by the put option. It is also possible that
there may be a negative correlation between the index or obligation underlying
an option or Futures Contract in which the Series has a position and the
portfolio securities the Series is attempting to hedge, which could result in
a loss on both the portfolio and the hedging instrument. It should be noted
that stock index futures contracts or options based upon a narrower index of
securities, such as those of a particular industry group, may present greater
risk than options or futures based on a broad market index. This is due to the
fact that a narrower index is more susceptible to rapid and extreme
fluctuations as a result of changes in the value of a small number of
securities. Nevertheless, where the Series enters into transactions in options
or futures on narrowly-based indices for hedging purposes, movements in the
value of the index should, if the hedge is successful, correlate closely with
the portion of the Series' portfolio or the intended acquisitions being
hedged.

The trading of derivatives for hedging purposes entails the additional risk of
imperfect correlation between movements in the price of the derivative and the
price of the underlying index or obligation. The anticipated spread between
the prices may be distorted due to the differences in the nature of the
markets such as differences in margin requirements, the liquidity of such
markets and the participation of speculators in the derivatives markets. In
this regard, trading by speculators in derivatives has in the past
occasionally resulted in market distortions, which may be difficult or
impossible to predict, particularly near the expiration of such instruments.

The trading of Options on Futures Contracts also entails the risk that changes
in the value of the underlying Futures Contracts will not be fully reflected
in the value of the option. The risk of imperfect correlation, however,
generally tends to diminish as the maturity date of the Futures Contract or
expiration date of the option approaches.

Further, with respect to options on securities, options on stock indices,
options on currencies and Options on Futures Contracts, the Series is subject
to the risk of market movements between the time that the option is exercised
and the time of performance thereunder. This could increase the extent of any
loss suffered by the Series in connection with such transactions.

In writing a covered call option on a security, index or futures contract, the
Series also incurs the risk that changes in the value of the instruments used
to cover the position will not correlate closely with changes in the value of
the option or underlying index or instrument. For example, where the Series
covers a call option written on a stock index through segregation of
securities, such securities may not match the composition of the index, and
the Series may not be fully covered. As a result, the Series could be subject
to risk of loss in the event of adverse market movements.

The writing of options on securities, options on stock indices or Options on
Futures Contracts constitutes only a partial hedge against fluctuations in the
value of the Series' portfolio. When the Series writes an option, it will
receive premium income in return for the holder's purchase of the right to
acquire or dispose of the underlying obligation. In the event that the price
of such obligation does not rise sufficiently above the exercise price of the
option, in the case of a call, or fall below the exercise price, in the case
of a put, the option will not be exercised and the Series will retain the
amount of the premium, less related transaction costs, which will constitute a
partial hedge against any decline that may have occurred in the Series'
portfolio holdings or any increase in the cost of the instruments to be
acquired.

Where the price of the underlying obligation moves sufficiently in favor of
the holder to warrant exercise of the option, however, and the option is
exercised, the Series will incur a loss which may only be partially offset by
the amount of the premium it received. Moreover, by writing an option, the
Series may be required to forego the benefits which might otherwise have been
obtained from an increase in the value of portfolio securities or other assets
or a decline in the value of securities or assets to be acquired. In the event
of the occurrence of any of the foregoing adverse market events, the Series'
overall return may be lower than if it had not engaged in the hedging
transactions. Furthermore, the cost of using these techniques may make it
economically infeasible for the Series to engage in such transactions.

RISKS OF NON-HEDGING TRANSACTIONS: The Series may enter transactions in
derivatives for non-hedging purposes as well as hedging purposes. Non-hedging
transactions in such instruments involve greater risks and may result in
losses which may not be offset by increases in the value of portfolio
securities or declines in the cost of securities to be acquired. The Series
will only write covered options, such that liquid and unencumbered assets
necessary to satisfy an option exercise will be identified, unless the option
is covered in such other manner as may be in accordance with the rules of the
exchange on which, or the counterparty with which, the option is traded and
applicable laws and regulations. Nevertheless, the method of covering an
option employed by the Series may not fully protect it against risk of loss
and, in any event, the Series could suffer losses on the option position which
might not be offset by corresponding portfolio gains. The Series may also
enter into futures, Forward Contracts or swaps for non-hedging purposes. For
example, the Series may enter into such a transaction as an alternative to
purchasing or selling the underlying instrument or to obtain desired exposure
to an index or market. In such instances, the Series will be exposed to the
same economic risks incurred in purchasing or selling the underlying
instrument or instruments. However, transactions in futures, Forward Contracts
or swaps may be leveraged, which could expose the Series to greater risk of
loss than such purchases or sales. Entering into transactions in derivatives
for other than hedging purposes, therefore, could expose the Series to
significant risk of loss if the prices, rates or values of the underlying
instruments or indices do not move in the direction or to the extent
anticipated.

With respect to the writing of straddles on securities, the Series incurs the
risk that the price of the underlying security will not remain stable, that
one of the options written will be exercised and that the resulting loss will
not be offset by the amount of the premiums received. Such transactions,
therefore, create an opportunity for increased return by providing the Series
with two simultaneous premiums on the same security, but involve additional
risk, since the Series may have an option exercised against it regardless of
whether the price of the security increases or decreases.

RISK OF A POTENTIAL LACK OF A LIQUID SECONDARY MARKET: Prior to exercise or
expiration, a futures or option position can only be terminated by entering
into a closing purchase or sale transaction. This requires a secondary market
for such instruments on the exchange on which the initial transaction was
entered into. While the Series will enter into options or futures positions
only if there appears to be a liquid secondary market therefor, there can be
no assurance that such a market will exist for any particular contract at any
specific time. In that event, it may not be possible to close out a position
held by the Series, and the Series could be required to purchase or sell the
instrument underlying an option, make or receive a cash settlement or meet
ongoing variation margin requirements. Under such circumstances, if the Series
has insufficient cash available to meet margin requirements, it will be
necessary to liquidate portfolio securities or other assets at a time when it
is disadvantageous to do so. The inability to close out options and futures
positions, therefore, could have an adverse impact on the Series' ability
effectively to hedge its portfolio, and could result in trading losses.

The liquidity of a secondary market in a Futures Contract or option thereon
may be adversely affected by "daily price fluctuation limits," established by
exchanges, which limit the amount of fluctuation in the price of a contract
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures or option positions and requiring
traders to make additional margin deposits. Prices have in the past moved to
the daily limit on a number of consecutive trading days.

The trading of Futures Contracts and options is also subject to the risk of
trading halts, suspensions, exchange or clearinghouse equipment failures,
government intervention, insolvency of a brokerage firm or clearinghouse or
other disruptions of normal trading activity, which could at times make it
difficult or impossible to liquidate existing positions or to recover excess
variation margin payments.

MARGIN: Because of low initial margin deposits made upon the establishment of
a futures, forward or swap position (certain of which may require no initial
margin deposits) and the writing of an option, such transactions involve
substantial leverage. As a result, relatively small movements in the price of
the contract can result in substantial unrealized gains or losses. Where the
Series enters into such transactions for hedging purposes, any losses incurred
in connection therewith should, if the hedging strategy is successful, be
offset, in whole or in part, by increases in the value of securities or other
assets held by the Series or decreases in the prices of securities or other
assets the Series intends to acquire. Where the Series enters into such
transactions for other than hedging purposes, the margin requirements
associated with such transactions could expose the Series to greater risk.

POTENTIAL BANKRUPTCY OF A CLEARINGHOUSE OR BROKER: When the Series enters into
transactions in exchange-traded futures or options, it is exposed to the risk
of the potential bankruptcy of the relevant exchange clearinghouse or the
broker through which the Series has effected the transaction. In that event,
the Series might not be able to recover amounts deposited as margin, or
amounts owed to the Series in connection with its transactions, for an
indefinite period of time, and could sustain losses of a portion or all of
such amounts. Moreover, the performance guarantee of an exchange clearinghouse
generally extends only to its members and the Series could sustain losses,
notwithstanding such guarantee, in the event of the bankruptcy of its broker.

TRADING AND POSITION LIMITS: The exchanges on which futures and options are
traded may impose limitations governing the maximum number of positions on the
same side of the market and involving the same underlying instrument which may
be held by a single investor, whether acting alone or in concert with others
(regardless of whether such contracts are held on the same or different
exchanges or held or written in one or more accounts or through one or more
brokers). Further, the CFTC and the various contract markets have established
limits referred to as "speculative position limits" on the maximum net long or
net short position which any person may hold or control in a particular
futures or option contract. An exchange may order the liquidation of positions
found to be in violation of these limits and it may impose other sanctions or
restrictions. The Adviser does not believe that these trading and position
limits will have any adverse impact on the strategies for hedging the
portfolios of the Series.

RISKS OF OPTIONS ON FUTURES CONTRACTS: The amount of risk the Series assumes
when it purchases an Option on a Futures Contract is the premium paid for the
option, plus related transaction costs. In order to profit from an option
purchased, however, it may be necessary to exercise the option and to
liquidate the underlying Futures Contract, subject to the risks of the
availability of a liquid offset market described herein. The writer of an
Option on a Futures Contract is subject to the risks of commodity futures
trading, including the requirement of initial and variation margin payments,
as well as the additional risk that movements in the price of the option may
not correlate with movements in the price of the underlying security, index,
currency or Futures Contract.

RISKS OF TRANSACTIONS IN FOREIGN CURRENCIES AND OVER-THE-COUNTER DERIVATIVES
AND OTHER TRANSACTIONS NOT CONDUCTED ON U.S. EXCHANGES: Transactions in
Forward Contracts on foreign currencies, as well as futures and options on
foreign currencies and transactions executed on foreign exchanges, are subject
to all of the correlation, liquidity and other risks outlined above. In
addition, however, such transactions are subject to the risk of governmental
actions affecting trading in or the prices of currencies underlying such
contracts, which could restrict or eliminate trading and could have a
substantial adverse effect on the value of positions held by the Series.
Further, the value of such positions could be adversely affected by a number
of other complex political and economic factors applicable to the countries
issuing the underlying currencies.

Further, unlike trading in most other types of instruments, there is no
systematic reporting of last sale information with respect to the foreign
currencies underlying contracts thereon. As a result, the available
information on which trading systems will be based may not be as complete as
the comparable data on which the Series makes investment and trading decisions
in connection with other transactions. Moreover, because the foreign currency
market is a global, 24-hour market, events could occur in that market which
will not be reflected in the forward, futures or options market until the
following day, thereby making it more difficult for the Series to respond to
such events in a timely manner.

Settlements of exercises of over-the-counter Forward Contracts or foreign
currency options generally must occur within the country issuing the
underlying currency, which in turn requires traders to accept or make delivery
of such currencies in conformity with any U.S. or foreign restrictions and
regulations regarding the maintenance of foreign banking relationships, fees,
taxes or other charges.

Unlike transactions entered into by the Series in Futures Contracts and
exchange-traded options, options on foreign currencies, Forward Contracts,
over-the-counter options on securities, swaps and other over-the-counter
derivatives are not traded on contract markets regulated by the CFTC or (with
the exception of certain foreign currency options) the SEC. To the contrary,
such instruments are traded through financial institutions acting as market-
makers, although foreign currency options are also traded on certain national
securities exchanges, such as the Philadelphia Stock Exchange and the Chicago
Board Options Exchange, subject to SEC regulation. In an over-the-counter
trading environment, many of the protections afforded to exchange participants
will not be available. For example, there are no daily price fluctuation
limits, and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the purchaser of an option cannot lose
more than the amount of the premium plus related transaction costs, this
entire amount could be lost. Moreover, the option writer and a trader of
Forward Contracts could lose amounts substantially in excess of their initial
investments, due to the margin and collateral requirements associated with
such positions.

In addition, over-the-counter transactions can only be entered into with a
financial institution willing to take the opposite side, as principal, of the
Series' position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Series.
Where no such counterparty is available, it will not be possible to enter into
a desired transaction. There also may be no liquid secondary market in the
trading of over-the-counter contracts, and the Series could be required to
retain options purchased or written, or Forward Contracts or swaps entered
into, until exercise, expiration or maturity. This in turn could limit the
Series' ability to profit from open positions or to reduce losses experienced,
and could result in greater losses.

Further, over-the-counter transactions are not subject to the guarantee of an
exchange clearinghouse, and the Series will therefore be subject to the risk
of default by, or the bankruptcy of, the financial institution serving as its
counterparty. One or more of such institutions also may decide to discontinue
their role as market-makers in a particular currency or security, thereby
restricting the Series' ability to enter into desired hedging transactions.
The Series will enter into an over-the-counter transaction only with parties
whose creditworthiness has been reviewed and found satisfactory by the
Adviser.

Options on securities, options on stock indices, Futures Contracts, Options on
Futures Contracts and options on foreign currencies may be traded on exchanges
located in foreign countries. Such transactions may not be conducted in the
same manner as those entered into on U.S. exchanges, and may be subject to
different margin, exercise, settlement or expiration procedures. As a result,
many of the risks of over-the-counter trading may be present in connection
with such transactions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on such
exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation (the "OCC"), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a national securities
exchange may be more readily available than in the over-the-counter market,
potentially permitting the Series to liquidate open positions at a profit
prior to exercise or expiration, or to limit losses in the event of adverse
market movements.

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of
delivery of currency, the fixing of dollar settlement prices or prohibitions
on exercise.

POLICIES ON THE USE OF FUTURES AND OPTIONS ON FUTURES CONTRACTS: In order to
assure that the Series will not be deemed to be a "commodity pool" for
purposes of the Commodity Exchange Act, regulations of the CFTC require that
the Series enter into transactions in Futures Contracts, Options on Futures
Contracts and Options on Foreign Currencies traded on a CFTC-regulated
exchange only (i) for bona fide hedging purposes (as defined in CFTC
regulations), or (ii) for non-bona fide hedging purposes, provided that the
aggregate initial margin and premiums required to establish such non-bona fide
hedging positions does not exceed 5% of the liquidation value of the Series'
assets, after taking into account unrealized profits and unrealized losses on
any such contracts the Series has entered into, and excluding, in computing
such 5%, the in-the-money amount with respect to an option that is in-the-
money at the time of purchase.

<PAGE>

APPENDIX B

DESCRIPTION OF BOND RATINGS

The ratings of Moody's, S&P and Fitch represent their opinions as to the
quality of various debt instruments. It should be emphasized, however, that
ratings are not absolute standards of quality. Consequently, debt instruments
with the same maturity, coupon and rating may have different yields while debt
instruments of the same maturity and coupon with different ratings may have
the same yield.

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than the Aaa
securities.

A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment some time in the
future.

Baa: Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

ABSENCE OF RATING: Where no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue. Should no rating be assigned, the reason may be one of the
following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

STANDARD & POOR'S RATINGS SERVICES

AAA: An obligation rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
EXTREMELY STRONG.

AA: An obligation rated AA differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is VERY STRONG.

A: An obligation rated A is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still STRONG.

BBB: An obligation rated BBB exhibits ADEQUATE protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.

BB: An obligation rated BB is LESS VULNERABLE to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

B: An obligation rated B is MORE VULNERABLE to nonpayment than obligations
rated BB, but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

CCC: An obligation rated CCC is CURRENTLY VULNERABLE to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is CURRENTLY HIGHLY VULNERABLE to nonpayment.

C: The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments on this
obligation are being continued.

D: An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

PLUS (+) OR MINUS (-) The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

R: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk -- such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

FITCH IBCA

AAA: Highest credit quality. AAA ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong capacity
for timely payment of financial commitments. This capacity is highly unlikely
to be adversely affected by foreseeable events.

AA: Very high credit quality. AA ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High credit quality. A ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong.
This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good credit quality. BBB ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and
in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.

Speculative Grade

BB: Speculative. BB ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time; however, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.

B: Highly speculative. B ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

CCC, CC, C: High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A CC rating indicates that default of some
kind appears probable. C ratings signal imminent default.

DDD, DD, D: Default. Securities are not meeting current obligations and are
extremely speculative. DDD designates the highest potential for recovery of
amounts outstanding on any securities involved. For U.S. corporates, for
example, DD indicates expected recovery of 50% -- 90% of such outstandings,
and D the lowest recovery potential, i.e. below 50%.

DUFF & PHELPS CREDIT RATING CO.

AAA: Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA-: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

A+, A, A-: Protection factors are average but adequate. However, risk factors
are more variable and greater in periods of economic stress.

BBB+, BBB, BBB-: Below-average protection factors but still considered
sufficient for prudent investment. Considerable variability in risk during
economic cycles.

BB+, BB, BB-: Below investment grade but deemed likely to meet obligations
when due. Present or prospective financial protection factors fluctuate
according to industry conditions or company fortunes. Overall quality may move
up or down frequently within this category.

B+, B, B-: Below investment grade and possessing risk that obligations will
not be met when due. Financial protection factors will fluctuate widely
according to economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating within this category or
into a higher or lower rating grade.

CCC: Well below investment-grade securities. Considerable uncertainty exists
as to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable economic/
industry conditions, and/or with unfavorable company developments.

DD: Defaulted debt-obligations. Issuer failed to meet scheduled principal and/
or interest payments.

DP: Preferred stock with dividend arrearages.

<PAGE>

MFS/SUN LIFE SERIES TRUST
An Open-end Management Investment Company

INVESTMENT ADVISER
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116
(617) 954-5000

CUSTODIAN AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc.
Mailing Address:
P.O. Box 2281, Boston, MA 02107
Business Address:
500 Boylston Street, Boston, MA 02116
Telephone:
Toll free: (800) 225-2606;
In Massachusetts and Alaska, collect: (617) 954-5000

AUDITORS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Retirement Products and Services Division
P.O. Box 1024, Boston, MA 02103
Toll Free Telephone: (800) 752-7215
<PAGE>
PART C

ITEM 23. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS INCLUDED IN PART A:

For the years or periods, as applicable to each series, ended
December 31, 1999*:
Financial Highlights

FINANCIAL STATEMENTS INCLUDED IN PART B:

Portfolios of Investments, December 31, 1998*
Statement of Assets and Liabilities, December 31,
1998* Statements of Operations, year ended December
31, 1998* Statements of Changes in Net Assets, years
ended December 31, 1997 and 1998.*
- -----------------------
* Incorporated herein by reference to the Registrant's Annual Reports to
shareholders, dated December 31, 1998, to be filed with the SEC via EDGAR on
or before March 11, 1999.

(B) EXHIBITS:

1 (a) Amended and Restated Declaration of Trust of Registrant
dated December 29, 1997. (3)

(b) Form of Amendment to the Declaration of Trust, to
change the name of certain series; filed herewith.

2 By-Laws of Registrant dated February 6, 1998. (3)

3 Not Applicable.

4 (a) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company dated May 24,
1985. (3)

(b) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company dated July 23,
1986. (3)

(c) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company dated January
26, 1988. (3)

(d) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the World Growth Series dated November 1, 1993. (3)

(e) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the Utilities Series dated November 1, 1993. (3)

(f) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the Research Series dated September 16, 1994. (3)

(g) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the World Asset Allocation Series dated September 16,
1994. (3)

(h) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the World Total Return Series dated September 16, 1994.
(3)

(i) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the Emerging Growth Series dated May 1, 1995. (3)

(j) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the MFS/Foreign & Colonial International Growth Series
dated September 1, 1995. (3)

(k) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the MFS/Foreign & Colonial International Growth and
Income Series dated September 1, 1995. (3)

(l) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the MFS/Foreign & Colonial Emerging Markets Equity
Series dated September 1, 1995. (3)

(m) Sub-Advisory Agreement by and between Massachusetts
Financial Services Company and Foreign & Colonial
Management Ltd. relating to the MFS/Foreign & Colonial
International Growth Series dated September 1, 1995.
(3)

(n) Sub-Advisory Agreement by and between Massachusetts
Financial Services Company and Foreign & Colonial
Management Ltd. relating to the MFS/Foreign & Colonial
Emerging Markets Equity Series dated September 1, 1995.
(3)

(o) Sub-Advisory Agreement between Foreign & Colonial
Management Ltd. and Foreign & Colonial Emerging Markets
Limited relating to the MFS/Foreign & Colonial
International Growth Series dated September 1, 1995.
(3)

(p) Sub-Advisory Agreement between Foreign & Colonial
Management Ltd. and Foreign & Colonial Emerging Markets
Limited relating to the MFS/Foreign & Colonial Emerging
Markets Equity Series dated September 1, 1995. (3)

(q) Sub-Advisory Agreement by and between Massachusetts
Financial Services Company and Foreign & Colonial
Management Limited relating to the World Growth Series
dated May 1, 1996. (3)

(r) Sub-Advisory Agreement between Foreign & Colonial
Management Limited and Foreign & Colonial Emerging
Markets Limited relating to the World Growth Series
dated May 1, 1996. (3)

(s) Investment Advisory Agreement between Registrant and
Massachusetts Financial Services Company relating to
the Value Series dated May 1, 1996. (3)

(t) Investment Advisory Agreement between Registrant, on
behalf of the Research Growth and Income Series, and
Massachusetts Financial Services Company dated May 12,
1997. (3)

(u) Amendment to the Investment Advisory Agreement by and
between Massachusetts Financial Services Company and
the Registrant relating to the Capital Appreciation
Series dated January 1, 1997. (1)

(v) Investment Advisory Agreement between Registrant, on
behalf of the Bond Series, and Massachusetts Financial
Services Company dated May 1, 1998; filed herewith.

(w) Investment Advisory Agreement between Registrant, on
behalf of the Equity Income Series, and Massachusetts
Financial Services Company dated May 1, 1998; filed
herewith.

(x) Investment Advisory Agreement between Registrant, on
behalf of the Massachusetts Investors Growth Stock
Series, and Massachusetts Financial Services Company
dated May 1, 1998; filed herewith.

(y) Investment Advisory Agreement between Registrant, on
behalf of the New Discovery Series, and Massachusetts
Financial Services Company dated May 1, 1998; filed
herewith.

(z) Investment Advisory Agreement between Registrant, on
behalf of the Research International Series, and
Massachusetts Financial Services Company dated May 1,
1998; filed herewith.

(aa) Investment Advisory Agreement between Registrant, on
behalf of the Strategic Income Series, and
Massachusetts Financial Services Company dated May 1,
1998; filed herewith.

5 Not Applicable.

6 Not Applicable.

7 (a) Custodian Agreement between Registrant and State
Street Bank and Trust Company dated May 24, 1985. (3)

(b) Amendment dated July 23, 1986 to Custodian Agreement.
(3)

8 (a) Shareholder Servicing Agent Agreement between
Registrant and MFS Service Center, Inc., dated August
1, 1985. (3)

(b) Master Administrative Services Agreement, dated March
1, 1997, as amended. (2)

9 Consent and Opinion of Counsel dated April 24, 1998.(4)

10 Consent of Deloitte & Touche LLP; filed herewith.

11 Not Applicable.

12 Not Applicable.

13 Not Applicable.

14 Financial Data Schedules; filed herewith.

15 Not Applicable.

Power of Attorney dated July 24, 1997. (4)
- -----------------
(1) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registrant's Registration Statement filed via EDGAR on April 29, 1997.
(2) Incorporated by reference to Post-Effective Amendment No. 65 to the
Registration Statement of Massachusetts Investors Growth Stock Fund (File
Nos. 2-14677 and 811-859), filed via EDGAR on March 30, 1998.
(3) Incorporated by reference to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement filed via EDGAR on February 13, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 22 to the
Registrant's Registration Statement filed via EDGAR on April 29, 1998.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 25. INDEMNIFICATION

Reference is hereby made to (a) Article V of the Registrant's Amended
and Restated Declaration of Trust, filed as an Exhibit to the Registrant's
Post-Effective Amendment No. 21 and (b) the undertaking of the Registrant
regarding indemnification set forth in Registrant's Post-Effective Amendment
No. 21.

The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has thirteen series: MFS
Managed Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund,
MFS Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS Convertible
Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS Science and
Technology Fund and MFS Research International Fund), MFS Series Trust II (which
has four series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS
Intermediate Income Fund and MFS Charter Income Fund), MFS Series Trust III
(which has three series: MFS High Income Fund, MFS Municipal High Income Fund
and MFS High Yield Opportunities Fund), MFS Series Trust IV (which has four
series: MFS Money Market Fund, MFS Government Money Market Fund, MFS Municipal
Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which has five
series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund and MFS
International Value Fund), MFS Series Trust VI (which has three series: MFS
Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund), MFS
Series Trust VII (which has two series: MFS Global Governments Fund and MFS
Capital Opportunities Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX (which
has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited
Maturity Fund, MFS Research Bond Fund and MFS Intermediate Investment Grade Bond
Fund), MFS Series Trust X (which has seven series: MFS Government Mortgage Fund,
MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS International Growth
Fund, MFS International Growth and Income Fund, MFS Strategic Value Fund, MFS
Small Cap Value Fund and MFS Emerging Markets Debt Fund), MFS Series Trust XI
(which has four series: MFS Union Standard Equity Fund, Vertex All Cap Fund,
Vertex U.S. All Cap Fund and Vertex Contrarian Fund), and MFS Municipal Series
Trust (which has 16 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds").
The principal business address of each of the MFS Funds is 500 Boylston Street,
Boston, Massachusetts 02116.

MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has ten series) and MFS Variable
Insurance Trust ("MVI") (which has thirteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.

In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.

Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.

Vertex Investment Management, Inc., a Delaware corporation and a wholly
owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex U.S. All Cap Fund and Vertex Contrarian Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.

MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of Bermuda and a subsidiary of MFS, whose principal business
address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as
investment adviser to and distributor for MFS American Funds known as the MFS
Funds after January 1999 (which will have 11 portfolios as of January 1999):
U.S. Equity Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S.
Dollar Reserve Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic
Growth Fund, Global Equity Fund, European Equity Fund and European Corporate
Bond Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and
qualify as an undertaking for collective investments in transferable securities
(UCITS). The principal business address of the MIL Funds is 47, Boulevard Royal,
L-2449 Luxembourg.

MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.

MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.

MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.

MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.

MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.

MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.

MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of
MFS, provides investment advice to substantial private clients.

MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.

Massachusetts Investment Management Co., Ltd. (MIMCO), a wholly owned
subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose address
is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo, Japan, is
involved in investment management activities.

MIMCO

Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors,
Shaun Moran is the Representative Director, Joseph W. Dello Russo is the
Statutory Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.

MFS

The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr. William
Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice Presidents
(Mr. Parke is also Chief Equity Officer), Stephen E. Cavan is a Senior Vice
President, General Counsel and an Assistant Secretary, Robert T. Burns is a
Senior Vice President, Associate General Counsel and an Assistant Secretary of
MFS, and Thomas B. Hastings is a Vice President and Treasurer of MFS.

MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND

Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer,
James O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS,
are the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.

MFS SERIES TRUST II

Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.

MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST

MFS SERIES TRUST III

James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers, and James R. Bordewick, Jr. is the Assistant Secretary.

MFS SERIES TRUST IV
MFS SERIES TRUST IX

Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS SERIES TRUST VII

Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS,
are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MFS SERIES TRUST VIII

Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS MUNICIPAL SERIES TRUST

Robert A. Dennis is Vice President, Geoffrey L. Schechter, Vice
President of MFS, is Vice President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS VARIABLE INSURANCE TRUST
MFS SERIES TRUST XI
MFS INSTITUTIONAL TRUST

Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS MUNICIPAL INCOME TRUST

Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST

Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS SPECIAL VALUE TRUST

MFS/SUN LIFE SERIES TRUST

John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.

MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
WORLD GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT

John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr. is the Assistant Secretary.

MIL FUNDS

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.

MFS MERIDIAN FUNDS

Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is
the Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley
are the Assistant Treasurers.

VERTEX

Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L.
Shames is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

MIL

Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey L.
Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a Director,
Senior Vice President and the Clerk, Robert T. Burns is an Assistant Clerk,
Joseph W. Dello Russo, Executive Vice President and Chief Financial Officer of
MFS, is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.

MIL-UK

Peter D. Laird is President and a Director, Thomas J. Cashman, Arnold
D. Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFSI - AUSTRALIA

Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer,
John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFS HOLDINGS - AUSTRALIA

Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.

MFD

Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott,
Jr., an Executive Vice President of MFS, is the President, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.

MFSC

Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.

MFSI

Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J. Nanberg
is a Senior Vice President, a Managing Director and a Director, Kevin R. Parke
is the Executive Vice President and a Managing Director, George F. Bennett, Jr.,
John A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J. Trainor are
Senior Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is
the Secretary.

RSI

Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is
the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.

In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:

Donald A. Stewart President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Stewart is also an officer and/or Director of
various subsidiaries and affiliates of Sun
Life)

John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr. McNeil is
also an officer and/or Director of various
subsidiaries and affiliates of Sun Life)

Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston,
Massachusetts (until August, 1994)

ITEM 27. DISTRIBUTORS

None

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

NAME ADDRESS
---- -------

Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116

MFS Service Center, Inc. 500 Boylston Street
Boston, MA 02116

State Street Bank and Trust Company State Street South
5-North
North Quincy, MA 02171

Sun Life Assurance Company of Canada One Copley Place
Retirement Products and Services Suite 200
Boston, MA 02116

ITEM 29. MANAGEMENT SERVICES
Not applicable.

ITEM 30. UNDERTAKINGS
Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 17th day of February, 1999.

MFS/SUN LIFE SERIES TRUST

By: JAMES R. BORDEWICK, JR.
------------------------
Name: James R. Bordewick, Jr.
Title: Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on February 17, 1999.

SIGNATURE TITLE
--------- -----

JOHN D. MCNEIL* Chairman, Principal Executive Officer
- ------------------------ and Trustee
John D. McNeil

W. THOMAS LONDON* Treasurer (Principal Financial Officer
- ------------------------ and Principal Accounting Officer)
W. Thomas London

SAMUEL ADAMS* Trustee
- ------------------------
Samuel Adams

GEOFFREY CROFTS* Trustee
- ------------------------
Geoffrey Crofts

GARTH MARSTON* Trustee
- ------------------------
Garth Marston

DAVID D. HORN* Trustee
- ------------------------
David D. Horn

DERWYN F. PHILLIPS* Trustee
- ------------------------
Derwyn F. Phillips

*By: JAMES R. BORDEWICK, JR.
-----------------------------
Name: James R. Bordewick, Jr.
as Attorney-in-fact

Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to a
Power of Attorney filed via EDGAR with
Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on
April 29, 1998.

<PAGE>

INDEX TO EXHIBITS
-----------------

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.

1 (b) Form of Amendment to the Declaration of Trust
to change the name of certain series.

4 (v) Investment Advisory Agreement between Registrant,
on behalf of the Bond Series, and Massachusetts
Financial Services Company dated May 1, 1998.

(w) Investment Advisory Agreement between
Registrant, on behalf of the Equity Income
Series, and Massachusetts Financial Services
Company dated May 1, 1998.

(x) Investment Advisory Agreement between
Registrant, on behalf of the Massachusetts
Investors Growth Stock Series, and
Massachusetts Financial Services Company dated
May 1, 1998.

(y) Investment Advisory Agreement between
Registrant, on behalf of the New Discovery
Series, and Massachusetts Financial Services
Company dated May 1, 1998.

(z) Investment Advisory Agreement between
Registrant, on behalf of the Research
International Series, and Massachusetts
Financial Services Company dated May 1, 1998.

(aa) Investment Advisory Agreement between Registrant,
on behalf of the Strategic Income Series, and
Massachusetts Financial Services Company dated
May 1, 1998.

10 Consent of Deloitte & Touche LLP.

14 Financial Data Schedules.

<PAGE>
EXHIBIT NO. 99.1(b)

FORM OF

MFS/SUN LIFE SERIES TRUST

AMENDMENT to the DECLARATION OF TRUST

CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST

REDESIGNATION OF SERIES

The undersigned, being a majority of the Trustees of MFS/Sun Life
Series Trust (the "Trust"), a business trust organized under the laws of The
Commonwealth of Massachusetts pursuant to an Amended and Restated Declaration of
Trust dated December 29, 1997, as amended (the "Declaration"), acting pursuant
to Section 6.9 of the Declaration, do hereby redesignate an existing series of
Shares (as defined in the Declaration) as follows:

1. The series designated as World Asset Allocation Series shall be
redesignated as Global Asset Allocation Series;

2. The series designated as World Governments Series shall be
redesignated as Global Governments Series;

3. The series designated as World Growth Series shall be redesignated
as Global Growth Series; and

4. The series designated as World Total Return Series shall be
redesignated as Global Total Return Series.

Pursuant to Section 6.9(h) of the Declaration, this redesignation of
series of Shares shall be effective upon the execution of a majority of the
Trustees of the Trust.

IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this establishment and designation, in one or more counterparts, all
constituting a single instrument, as an instrument under seal in The
Commonwealth of Massachusetts, as of this __________ day of __________________,
1999.

- ---------------------------- ---------------------
Samuel Adams J. Kermit Birchfield
11 University Lane 33 Way Road
Manchester, MA 01944 Gloucester, MA 01930

- ---------------------------- ---------------------
William R. Gutow David D. Horn
3 Rue Dulac Strong Road
Dallas, TX 75230 New Vineyard, ME 04956

- ---------------------------- ---------------------
Garth Marston John D. McNeil
90 Beacon Street 10 McKenzie Avenue
Boston, MA 02108 Toronto, Ontario
Canada M4W 1J9

- ----------------------------
Derwyn F. Phillips
1250 West Southwinds Blvd.
Vero Beach, FL 32963

<PAGE>

EXHIBIT NO. 99.4(v)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of BOND SERIES, a series of the Trust (the "Fund"), and MASSACHUSETTS
FINANCIAL SERVICES COMPANY, a Delaware corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 1. DUTIES OF THE ADVISER. The Adviser shall provide the Fund
with such investment advice and supervision as the latter may from time to time
consider necessary for the proper supervision of its funds. The Adviser shall
act as Adviser to the Fund and as such shall furnish continuously an investment
program and shall determine from time to time what securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall be
held uninvested, subject always to the restrictions of the Trust's Amended and
Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as
amended from time to time (respectively, the "Declaration" and the "By-Laws"),
to the provisions of the Investment Company Act of 1940 and the Rules,
Regulations and orders thereunder and to the Fund's then-current Prospectus and
Statement of Additional Information. The Adviser shall also make recommendations
as to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Trustees at any time, however, make any definite
determination as to the investment policy and notify the Adviser thereof in
writing, the Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination shall be revoked. The Adviser shall take, on behalf of the Fund,
all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers or
dealers selected by it, and to that end, the Adviser is authorized as the agent
of the Fund to give instructions to the Custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Fund execution at the most
reasonable price by responsible brokerage firms at reasonably competitive
commission rates. In fulfilling this requirement, the Adviser shall not be
deemed to have acted unlawfully or to have breached any duty, created by this
Agreement or otherwise, solely by reason of its having caused the Fund to pay a
broker or dealer an amount of commission for effecting a securities transaction
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Adviser determined in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund and to other clients of the Adviser as
to which the Adviser exercises investment discretion.

The Adviser may from time to time enter into sub-investment advisory agreements
with one or more investment advisers with such terms and conditions as the
Adviser may determine, provided that such sub-investment advisory agreements
have been approved in accordance with applicable provisions of the Investment
Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall
not be liable for any error of judgment or mistake of law by any sub-adviser or
for any loss arising out of any investment made by any sub-adviser or for any
act or omission in the execution and management of the Fund by any sub-adviser.

ARTICLE 2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall
furnish at its own expense investment advisory and administrative services,
office space, equipment and clerical personnel necessary for servicing the
investments of the Fund and maintaining its organization and investment advisory
facilities and executive and supervisory personnel for managing the investments
and effecting the portfolio transactions of the Fund. The Adviser shall arrange,
if desired by the Trust, for Directors, officers and employees of the Adviser to
serve as Trustees, officers or agents of the Trust if duly elected or appointed
to such positions and subject to their individual consent and to any limitations
imposed by law. It is understood that the Fund will pay all of its own expenses
including, without limitation, compensation of Trustees "not affiliated" with
the Adviser; governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Fund; fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of the Fund; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing stock certificates, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions; brokerage and other expenses
connected with the execution, recording and settlement of portfolio security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of shares of the Fund; expenses of shareholders' meetings; and expenses
relating to the issuance, registration and qualification of shares of the Fund
and the preparation, printing and mailing of prospectuses for such purposes
(except to the extent that any Distribution Agreement to which the Trust is a
party provides that another party is to pay some or all of such expenses).

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.60% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

ARTICLE 4. SPECIAL SERVICES. Should the Trust have occasion to request
the Adviser to perform services not herein contemplated or to request the
Adviser to arrange for the services of others, the Adviser will act for the
Trust on behalf of the Fund upon request to the best of its ability, with
compensation for the Adviser's services to be agreed upon with respect to each
such occasion as it arises.

ARTICLE 5. COVENANTS OF THE ADVISER. The Adviser agrees that it will
not deal with itself, or with the Trustees of the Trust or the Trust's
distributor, if any, as principals in making purchases or sales of securities or
other property for the account of the Fund, except as permitted by the
Investment Company Act of 1940 and the Rules, Regulations or orders thereunder,
will not take a long or short position in the shares of the Fund except as
permitted by the Declaration, and will comply with all other provisions of the
Declaration and the By-Laws and the then-current Prospectus and Statement of
Additional Information of the Fund relative to the Adviser and its Directors and
officers.

ARTICLE 6. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties and obligations hereunder. As used
in this Article 6, the term "Adviser" shall include Directors, officers and
employees of the Adviser as well as that corporation itself.

ARTICLE 7. ACTIVITIES OF THE ADVISER. The services of the Adviser to
the Fund are not deemed to be exclusive, the Adviser being free to render
investment advisory and/or other services to others. The Adviser may permit
other fund clients to use the initials "MFS" in their names. The Fund agrees
that if the Adviser shall for any reason no longer serve as the Adviser to the
Fund, the Fund will change its name so as to delete the initials "MFS." It is
understood that the Trustees, officers and shareholders of the Trust are or may
be or become interested in the Adviser, as Directors, officers, employees, or
otherwise and that Directors, officers and employees of the Adviser are or may
become similarly interested in the Trust, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.

ARTICLE 8. DURATION, TERMINATION AND AMENDMENT OF THIS AGREEMENT. This
Agreement shall become effective on the date first above written and shall
govern the relations between the parties hereto thereafter, and shall remain in
force until May 1, 2000 on which date it will terminate unless its continuance
after May 1, 2000 is "specifically approved at least annually" (i) by the vote
of a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or of the Adviser at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Board of Trustees of the Trust, or by
"vote of a majority of the outstanding voting securities" of the Fund.

This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than sixty
days' nor less than thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment".

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

ARTICLE 9. SCOPE OF TRUST'S OBLIGATIONS. A copy of the Trust's
Declaration of Trust is on file with the Secretary of State of The Commonwealth
of Massachusetts. The Adviser acknowledges that the obligations of or arising
out of this Agreement are not binding upon any of the Trust's trustees,
officers, employees, agents or shareholders individually, but are binding solely
upon the assets and property of the Trust. If this Agreement is executed by the
Trust on behalf of one or more series of the Trust, the Adviser further
acknowledges that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
Agreement are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this Agreement.

ARTICLE 10. DEFINITIONS. The terms "specifically approved at least
annually," "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person," and "interested person," when used in this
Agreement, shall have the respective meanings specified, and shall be construed
in a manner consistent with, the Investment Company Act of 1940 and the Rules
and Regulations promulgated thereunder, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission under said Act.

ARTICLE 11. RECORD KEEPING. The Adviser will maintain records in a form
acceptable to the Trust and in compliance with the rules and regulations of the
Securities and Exchange Commission, including but not limited to records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules thereunder, which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first written above. The undersigned Trustee of the Trust
has executed this Agreement not individually, but as Trustee under the
Declaration.

MFS/SUN LIFE SERIES TRUST, on
behalf of BOND SERIES, one of its
series

By: JOHN D. MCNEIL
--------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT NO. 99.4(w)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of EQUITY INCOME SERIES, a series of the Trust (the "Fund"), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.75% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

<PAGE>

MFS/SUN LIFE SERIES TRUST, on
behalf of EQUITY INCOME SERIES,
one of its series

By: JOHN D. MCNEIL
--------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT NO. 99.4(x)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of MASSACHUSETTS INVESTORS GROWTH STOCK SERIES, a series of the Trust
(the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware
corporation (the "Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.75% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

<PAGE>

MFS/SUN LIFE SERIES TRUST, on
behalf of MASSACHUSETTS INVESTORS
GROWTH STOCK SERIES, one of its series

By: JOHN D. MCNEIL
---------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
---------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT NO. 99.4(y)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of NEW DISCOVERY SERIES, a series of the Trust (the "Fund"), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.90% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

<PAGE>

MFS/SUN LIFE SERIES TRUST, on
behalf of NEW DISCOVERY SERIES,
one of its series

By: JOHN D. MCNEIL
--------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT NO. 99.4(z)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of RESEARCH INTERNATIONAL SERIES, a series of the Trust (the "Fund"),
and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 1.00% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

<PAGE>

MFS/SUN LIFE SERIES TRUST, on
` behalf of RESEARCH INTERNATIONAL
SERIES, one of its series

By: JOHN D. MCNEIL
--------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT NO. 99.4(aa)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT, dated this 1st day of May, 1998, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of STRATEGIC INCOME SERIES, a series of the Trust (the "Fund"), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").

WITNESSETH:

WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and

WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.75% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.

This Agreement may be amended only if such amendment is approved by
"vote of a majority of the outstanding voting securities" of the Fund.

<PAGE>

MFS/SUN LIFE SERIES TRUST, on
behalf of STRATEGIC INCOME SERIES,
one of its series

By: JOHN D. MCNEIL
--------------------
John D. McNeil
Chairman and Trustee

MASSACHUSETTS FINANCIAL
SERVICES COMPANY

By: ARNOLD D. SCOTT
--------------------
Arnold D. Scott
Senior Executive Vice President

<PAGE>

EXHIBIT 99.10
INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 22 to Registration Statement No. 2-83616 of MFS/Sun Life Series Trust, of
our reports dated February 4, 1999, appearing in the annual reports to
shareholders for the year ended December 31, 1998, and to the references to us
under the headings "Financial Highlights" in the Prospectus and "Independent
Accountants and Financial Statements" in the Statement of Additional
Information, both of which are part of such Registration Statement.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 19, 1999

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<DISTRIBUTIONS-OF-INCOME> 0
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<PER-SHARE-NAV-BEGIN> 40.14
<PER-SHARE-NII> (0.10)
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<EXPENSE-RATIO> 0.77
<AVG-DEBT-OUTSTANDING> 0
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
<SERIES>
<NUMBER> 002
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<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
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<PERIOD-START> JAN-01-1998
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<INVESTMENTS-AT-COST> 1453067309
<INVESTMENTS-AT-VALUE> 1853034385
<RECEIVABLES> 4596575
<ASSETS-OTHER> 7596
<OTHER-ITEMS-ASSETS> 87333
<TOTAL-ASSETS> 1857725889
<PAYABLE-FOR-SECURITIES> 2740790
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2256998
<TOTAL-LIABILITIES> 4997788
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1300761011
<SHARES-COMMON-STOCK> 48440327
<SHARES-COMMON-PRIOR> 34937348
<ACCUMULATED-NII-CURRENT> 14401952
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 137593752
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 399971386
<NET-ASSETS> 1852728101
<DIVIDEND-INCOME> 20830391
<INTEREST-INCOME> 2645900
<OTHER-INCOME> (183909)
<EXPENSES-NET> (8874844)
<NET-INVESTMENT-INCOME> 14417538
<REALIZED-GAINS-CURRENT> 141470873
<APPREC-INCREASE-CURRENT> 162221454
<NET-CHANGE-FROM-OPS> 318109865
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10399191)
<DISTRIBUTIONS-OF-GAINS> (91293748)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13386792
<NUMBER-OF-SHARES-REDEEMED> (2767083)
<SHARES-REINVESTED> 2883270
<NET-CHANGE-IN-ASSETS> 694592929
<ACCUMULATED-NII-PRIOR> 10398030
<ACCUMULATED-GAINS-PRIOR> 87402202
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8273315
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8898807
<AVERAGE-NET-ASSETS> 1504239067
<PER-SHARE-NAV-BEGIN> 33.15
<PER-SHARE-NII> 0.34
<PER-SHARE-GAIN-APPREC> 7.34
<PER-SHARE-DIVIDEND> (0.26)
<PER-SHARE-DISTRIBUTIONS> (2.32)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 38.25
<EXPENSE-RATIO> 0.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS SUN LIFE SERIES TRUST
<SERIES>
<NUMBER> 003
<NAME> GOVERNMENT SECURITIES SERIES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
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<NAME> MFS/SUN LIFE SERIES TRUST
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<CIK> 0000719269
<NAME> MFS SUN LIFE SERIES TRUST
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<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> MFS SUNLIFE SERIES TRUST
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<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS SUN LIFE SERIES TRUST
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> GLOBAL ASSET ALLOCATION SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> EMERGING GROWTH SERIES
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> SUNLIFE SERIES TRUST
<SERIES>
<NUMBER> 018
<NAME> MFS INTERNATIONAL GROWTH AND INCOME SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
<SERIES>
<NUMBER> 019
<NAME> MFS INTERNATIONAL GROWTH FUND - CLASS A
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS SUNLIFE SERIES TRUST
<SERIES>
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<NAME> F&C EMERGING MARKETS EQUITY SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUNLIFE SERIES TRUST
<SERIES>
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<NAME> CAPITAL OPPORTUNITIES SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
<SERIES>
<NUMBER> 022
<NAME> RESEARCH GROWTH AND INCOME SERIES
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> SUNLIFE SERIES TRUST
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<NAME> MFS BOND SERIES
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUNLIFE SERIES TRUST
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<NAME> EQUITY INCOME SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS SUNLIFE SERIES TRUST
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> RESEARCH INTERNATIONAL SERIES
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<S> <C>
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</TABLE>

<ARTICLE> 6
<CIK> 0000719269
<NAME> MFS/SUN LIFE SERIES TRUST
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<NAME> Strategic Income Series
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</TABLE>