MFS SUN LIFE SERIES TRUST, 485APOS, 2000-12-13

MFS SUN LIFE SERIES TRUST
485APOS, 2000-12-13

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<PAGE>

As filed with the Securities and Exchange Commission on December 13, 2000
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. 28

AND

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 32

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)
|_| on [date] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|X| on February 26, 2001 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>

The Prospectus dated May 1, 2000 of MFS/Sun Life Series Trust is incorporated in
this Post-Effective Amendment No. 28 by reference to the Prospectus of dated May
1, 2000 of MFS/Sun Life Series Trust filed by the Registrant pursuant to Rule
485(b) under the Securities Act of 1933, as amended, with the Securities and
Exchange Commission via EDGAR on April 28, 2000.

The Financial Highlights of MFS/Sun Life Series Trust for the six months ended
June 30, 2000 and the five years ended December 31, 1999, are incorporated into
this Post-Effective Amendment No. 28 by reference to the Semi-Annual Report
dated June 30, 2000 of MFS/Sun Life Series Trust filed by the Registrant via
EDGAR on August 30, 2000.

<PAGE>

The Statement of Additional Information dated May 1, 2000 of MFS/Sun Life Series
Trust is incorporated in this Post-Effective Amendment No. 28 by reference to
the Statement of Additional Information dated May 1, 2000 of MFS/Sun Life Series
Trust filed by the Registrant pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission via EDGAR on
April 28, 2000.

The financial statements included in the Annual Report to Shareholders of
MFS/Sun Life Series Trust dated December 31, 1999, which was filed by the
Registrant with the Securities and Exchange Commission via EDGAR on March 1,
2000, are hereby incorporated by reference to such materials into this
Post-Effective Amendment No. 28.

The financial statements included in the Semiannual Report to Shareholders of
MFS/Sun Life Series Trust dated June 30, 2000, which was filed by the Registrant
with the Securities and Exchange Commission via EDGAR on August 30, 2000, are
hereby incorporated by reference to such materials into this Post-Effective
Amendment No. 28.

<PAGE>

SUPPLEMENT DATED MARCH 1, 2001 TO THE CURRENT PROSPECTUS

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

THIS SUPPLEMENT DESCRIBES FIVE NEW SERIES OF THE SERIES FUND -- THE TECHNOLOGY
SERIES, THE GLOBAL TELECOMMUNICATIONS SERIES, THE MID CAP GROWTH SERIES, THE
GLOBAL HEALTH SCIENCES SERIES AND THE INTERNATIONAL NEW DISCOVERY SERIES --
AND SUPPLEMENTS CERTAIN INFORMATION IN THE SERIES FUND'S PROSPECTUS DATED MAY
1, 2000. THE CAPTION HEADINGS USED IN THIS SUPPLEMENT CORRESPOND WITH THE
CAPTION HEADINGS USED IN THE PROSPECTUS. INFORMATION WHICH IS NOT SUPPLEMENTED
APPLIES EQUALLY TO THE NEW SERIES.

-------------------
I EXPENSE SUMMARY -- BEGINNING ON PAGE 1
-------------------

o EXPENSE TABLE

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

<TABLE>

ANNUAL OPERATING EXPENSES (expenses that are deducted from the series' assets):
.........................................................................................................................
<CAPTION>
GLOBAL MID CAP GLOBAL HEALTH INTERNATIONAL
TECHNOLOGY TELECOMMUNICATIONS GROWTH SCIENCES NEW DISCOVERY
SERIES SERIES SERIES SERIES SERIES
---------- ------------------ ----- ------------- -------------
<S> <C> <C> <C> <C> <C>
Management Fee ............. 0.75% 1.00% 0.75% 1.00% 0.975%
Other Expenses(1) .......... 0.28% 0.76% 0.67% 0.46% 0.46%
----- ----- ----- ----- -----
Total Annual Series
Operating Expenses(1) 1.03% 1.76% 1.42% 1.46% 1.44%
Fee Waivers/Expense
Reimbursement(2) ..... (0.03)% (0.51)% (0.42)% (0.21)% (0.19)%
----- ----- ----- ----- -----
Net Expenses(1) ........ 1.00% 1.25% 1.00% 1.25% 1.25%

----------
(1) Each series has an expense offset arrangement which reduces its custodian fee based upon the amount of cash
maintained by the series with its custodian and dividend disbursing agent. Each series may enter into other similar
arrangements and directed brokerage arrangements, which would also have the effect of reducing the series' expenses.
The series' expenses do not take into account these expense reductions, and therefore do not represent the actual
expenses of the series.
(2) MFS has contractually agreed to bear each series' expenses such that "Other Expenses" do not exceed 0.25% annually.
These contractual arrangements will continue until at least May 1, 2001, unless modified with the consent of the
board of trustees which oversees the series.

</TABLE>

o EXAMPLE OF EXPENSES

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

The example assumes that:

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

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

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

The table is supplemented as follows:

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

YEAR 1 YEAR 3
----------------------------------------------------------------------------

Technology Series $102 $325

Global Telecommunications $127 $504

Mid Cap Growth Series $102 $408

Global Health Sciences Series $127 $440

International New Discovery Series $125 $432

<PAGE>

-----------------------
II RISK RETURN SUMMARY -- BEGINNING ON PAGE 4
-----------------------

THIS SECTION OF THE PROSPECTUS IS SUPPLEMENTED AS FOLLOWS:

28: TECHNOLOGY SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series' investment objective is capital appreciation. The series'
objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT POLICIES

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 that
the series' investment adviser, MFS, believes have above average growth
potential and will benefit from technological advances and improvements.
These companies are in fields such as:

o Computer software and hardware

o Semiconductors

o Minicomputers

o Peripheral equipment

o Scientific instruments

o Telecommunications

o Pharmaceuticals

o Environmental services

o Chemicals

o Synthetic materials

o Defense and commercial electronics

o Data storage and retrieval

o Biotechnology

o Health care and medical supplies.

The series will invest in technology companies of any size including
smaller, lesser known companies that are in the developing stages of their
life cycle and offer the potential for accelerated earnings or revenue
growth (emerging growth companies).

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

The series may invest in other securities that the adviser believes offer
an opportunity for capital appreciation. These securities may include
fixed income securities, including lower rated bonds, when relative values
make such purchases attractive. Lower rated bonds, commonly referred to as
junk bonds, are bonds assigned low credit ratings by credit agencies or
which are unrated and considered by MFS to be comparable to lower rated
bonds.

The series may invest in foreign securities (including emerging market
securities) through which it may have exposure to foreign currencies.

The series may also engage in short sales where the series borrows a
security it does not own and then sells it in anticipation of a fall in
the security's price. In a short sale, the series must replace the
security it borrowed by purchasing the security at its market value at the
time of replacement. The series may also engage in short sales "against
the box" where the series owns or has the right to obtain, at no
additional cost, the securities that are sold short.

The series may engage in active and frequent trading to achieve its
principal investment strategies.

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. The share price of the series generally
changes daily based on market conditions and other factors. Please note
that there are many circumstances which could cause the value of your
investment in the series to decline, and which could prevent the series
from achieving its objective, that are not described here.

The principal risks of investing in the series are:

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

o Technology Companies Risks:

> Company Risk: Companies in the technology industry face special risks.
For example, their products may fall out of favor or become obsolete
in relatively short periods of time. Also, many of their products may
not become commercially successful. Therefore, investments in the
stocks of technology companies can be volatile.

> Concentration Risk: The series' investment performance will be closely
tied to the performance of companies in a limited number of
industries. Companies in a single industry often are faced with the
same obstacles, issues and regulatory burdens, and their securities
may react similarly and more in unison to these or other market
conditions. These price movements may have a larger impact on the
series than on a fund with a more broadly diversified portfolio.

o Effect of IPOs: The series may participate in the initial public offering
("IPO") market, and a significant portion of the series' returns may be
attributable to its investment in IPO's which may have a magnified
investment performance impact during the periods when the series has a
small asset base. Like any past performance, there is no assurance that,
as the series' assets grow, it will continue to experience substantially
similar performance by investment in IPOs.

o Emerging Growth and Growth Companies Risk: Investments in emerging growth
and growth companies may be subject to more abrupt or erratic market
movements and may involve greater risks than investments in other
companies. In addition, 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 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 Short Sales Risk: The series will suffer a loss if it sells a security
short and the value of the security rises rather than falls. Because the
series must purchase the security it borrowed in a short sale at
prevailing market rates, the potential loss may be greater for a short
sale than for a short sale "against the box" and is potentially unlimited.

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:

> 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 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 Fixed Income Securities Risk:

> 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.

> Maturity Risk: This interest rate risk will generally affect the price
of a fixed income security more if the security has a longer maturity.
The average maturity of the series' fixed income investments will
affect the volatility of the series' share price.

> Credit Risk: The series is subject to the risk that the issuer of a
fixed income security will not be able to pay principal and interest
when due.

> 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
risk that the issuer will default on payments of principal and
interest than higher rated bonds.

> 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 Active or Frequent Trading Risk: The 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 as compared to a series with less active trading policies,
which would increase your tax liability. Frequent trading also increases
transaction costs, which could detract from the series' performance.

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

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

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table are not included because the series
has not had a full calendar year of investment operations.

<PAGE>

29: GLOBAL TELECOMMUNICATIONS SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series' investment objective is to achieve long-term growth of
capital. The series' objective may be changed without shareholder
approval.

o PRINCIPAL INVESTMENT POLICIES

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
telecommunications companies from at least three countries, including the
U.S. Telecommunications companies are broadly defined to include companies
involved in the development, manufacturing, sale or servicing of
telecommunications equipment or services. For example, telecommunications
companies may include:

o issuers in the telephone, wireless communications (including cellular
telephone, microwave and satellite communications, paging and other
emerging wireless technologies), broadcasting, cable, computer, electronic
components, and networking industries;

o issuers involved in the creation and distribution of content, including
media, entertainment, communications, software, publishing, information
systems and data generation companies; and

o issuers in other telecommunications related industries including companies
involved in the support and development of the telecommunications
infrastructure.

Consistent with its investment objective, the series may also invest in
debt securities, including lower rated securities (i.e. "junk bonds"), and
short-term debt securities of governments, supranational agencies and other
corporations. The series' investments are not subject to any geographical
limitation and may include securities of issuers in emerging market
countries. The series' securities may be traded in the over-the-counter
markets.

The series focuses on companies of any size that the series' investment
adviser, MFS, believes have above average long-term growth potential or are
undervalued in the market relative to their long term potential (securities
with low price-to-book, price-to-sales and/or price-to-earnings ratios). MFS
looks particularly for companies which demonstrate:

o above average earnings growth over a sustained period of time;

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.

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

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. The series may also invest a substantial amount of its assets
(i.e., more than 25% of its assets) in issuers located in a single country
or a limited number of countries.

The series may engage in active and frequent trading to achieve its
principal investment strategies.

o PRINCIPAL RISKS

The principal risks of investing in the series are:

o Telecommunications Sector Risk: The value of securities of
telecommunications companies is particularly vulnerable to rapidly
changing technology, relatively high risks of obsolescence caused by
technological advances, and intense competition. For these and other
reasons, securities of telecommunications companies may be more volatile
than the overall market. The telecommunications sector is subject to
certain pro-competitive governmental policies and government regulation of
rates and services that may be offered, and changes in these regulations
may adversely affect the value of the telecommunications company
securities held by the series. In addition, because the series will invest
a substantial amount of its assets in the telecommunications sector, it
assumes the risk that financial, regulatory, business, economic and
political conditions affecting this sector will have a significant impact
on its investment performance. The series' investment performance may also
be more volatile because it concentrates its investments in a single
sector.

o Industry Concentration Risk: Because the series will invest a substantial
amount of its assets in issuers located in a group of related industries
(the telecommunications sector), it assumes the risk that financial,
regulatory, business, economic and political conditions affecting these
industries will have a significant impact on its investment performance.
The series' investment performance may also be more volatile because it
concentrates its investments in a single sector.

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 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 series.

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

o 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 Undervalued Securities Risk: The series may 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 as expected or may fall.

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 and fixed income securities trade
less frequently and in smaller volume than exchange-listed securities. The
values of OTC 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. OTC fixed income securities 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 Active or Frequent Trading Risk: The 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 as compared to a fund with less active trading policies,
which would increase your tax liability. Frequent trading also increases
transaction costs, which could detract from the series' performance.

o Fixed Income Securities Risk:

> 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.

> 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 Lower Rated Bonds 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.

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

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

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table are not included because the series
has not had a full calendar year of investment operations.

<PAGE>

30: MID CAP GROWTH SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series' investment objective is long-term growth of capital. The
series' objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT POLICIES

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 companies with medium market capitalizations which the
series' investment adviser, MFS, believes have above-average growth
potential.

Medium market capitalization companies are defined by the series as
companies with market capitalizations equaling or exceeding $250 million but
not exceeding the top of the Russell Midcap(TM) Growth Index range at the
time of the series' investment. This Index is a widely recognized, unmanaged
index of mid-cap common stock prices. Companies whose market capitalizations
fall below $250 million or exceed the top of the Russell Midcap(TM) Growth
Index range after purchase continue to be considered medium-capitalization
companies for purposes of the series' 65% investment policy. As of July 31,
2000, the top of the Russell Midcap(TM) Growth Index range was $13 billion.
The series' investments may include securities listed on a securities
exchange or traded in the over-the-counter markets.

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

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.

The series may invest in foreign securities (including emerging markets
securities) through which it may have exposure to foreign currencies.

The series may engage in active and frequent trading to achieve its
principal investment policies.

o PRINCIPAL RISKS OF AN INVESTMENT

The principal risks of investing in the series are:

o Mid-Cap Growth Company Risk: Prices of growth company securities held by
the series may decline due to changing economic, political or market
conditions, or due to the financial condition of the company which issued
the security, and may decline to a greater extent than the overall equity
markets (e.g., as represented by the Standard and Poor's Composite 500
Index). Investments in medium capitalization companies can be riskier and
more volatile than investments in companies with larger market
capitalizations.

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

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

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

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

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

o 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 series.

o Active or Frequent Trading Risk. The 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 as compared to a fund with less active trading policies,
which would increase your tax liability. Frequent trading also increases
transaction costs, which could detract from the series' performance.

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

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

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table are not included because the series
has not had a full calendar year of investment operations.

<PAGE>

31: GLOBAL HEALTH SCIENCES SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series' investment objective is capital appreciation. The series'
objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT POLICIES

The series invests, under normal market conditions, at least 65% of its
total assets in equity securities of U.S. and foreign (including emerging
market) health sciences companies. Health sciences companies are broadly
defined to include companies that provide or are engaged in health care
services; hospital management and managed care organizations; applied
research and development; pharmaceutical products; medical equipment and
supplies; biotechnology, diagnostic or biochemical research and
development; and other companies that the series' investment adviser, MFS,
believes will grow as a result of their products, patent or other market
advantages in the health sciences industries. The series' equity
securities include common stock, preferred stock, convertible securities
and depositary receipts.

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 range from large established
companies to small "developmental stage" companies, and may include
venture capital investments. The series' investments may include
securities traded in the over-the-counter markets.

The series may invest in fixed income securities issued by health
sciences companies, including securities that generally have speculative
characteristics or are lower rated bonds. Lower rated bonds, commonly
known as junk bonds, are assigned lower credit ratings by credit rating
agencies or are unrated and considered by the adviser to be comparable to
lower rated bonds.

A committee of investment research analysts selects portfolio securities
for the series. This committee includes investment analysts employed by
MFS and its investment advisory affiliates. The committee allocates the
series' assets among various geographic regions and sectors within the
health sciences industries. Individual analysts then select what they view
as the securities best suited to achieve the series' investment objective
within their assigned sector within the health sciences industries.

The series is a non-diversified mutual series. This means that the
series may invest a relatively high percentage of its assets in a small
number of issuers. In addition, as noted above, the series concentrates
its investments in the health sciences industries.

The series may engage in active and frequent trading to achieve its
principal investment strategies.

o PRINCIPAL RISKS

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 Small Cap Companies Risk: Investments in small cap companies tend to be
riskier and more volatile than investments in larger companies. Small cap
companies may be more susceptible to market declines and their shares may
be more difficult to sell at satisfactory prices during these declines. In
particular, "developmental-stage companies" may have little or no history
of operations and may not have well defined business plans, products or
strategies. The inability of these portfolio companies to commercialize
their technology or create or develop a commercially viable product could
adversely impact the series' investment returns. Developmental-stage
companies often face significant competition, both from other
developmental-stage companies and from more established companies.
Developmental-stage companies may be significantly impacted by the loss of
one or more key managers.

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) Europe, Australasia, Far East (EAFE) Index) due to
changing economic, political or market conditions or disappointing growth
company earnings results.

o Health Sciences Concentration Risk: The series' investment performance
will be closely tied to the performance of companies in the health
sciences industries. Companies in a single industry or group of related
industries often are faced with the same obstacles, issues and regulatory
burdens, and their securities may react similarly and more in unison to
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. Some of the special risks which may adversely affect the values
of securities of health sciences companies include substantial investments
in technological research and development that may not be successful,
product liability or other litigation, potentially rapid obsolescence of
products or technology, dependence upon governmental funding or subsidies,
substantial dependence upon proprietary rights such as patents, and
substantial governmental regulation, including approval of products and
services. These companies may be subject to short product cycles and
aggressive pricing which may increase their volatility. Additionally,
these companies are dependent upon consumer and business acceptance as new
technologies evolve. The value of the series' investments in these
companies may fluctuate dramatically and may expose you to significant
market risk.

o Effect of IPOs: The series may participate in the initial public offering
("IPO") market, and a significant portion of the series' returns may be
attributable to its investment in IPOs which may have a magnified
investment performance impact during the periods when the series has a
small asset base. Like any past performance, there is no assurance that,
as the series' assets grow, it will continue to experience substantially
similar performance by investment in IPOs.

o Foreign Securities 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 Emerging Markets Risk: Emerging markets are generally defined as countries
in the initial stages of their industrialization cycles with low per
capita income. The markets of emerging markets countries are generally
more volatile than the markets of developed countries with more mature
economies. All of the risks of investing in foreign securities described
above are heightened by investing in emerging markets countries.

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 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.

o Junk Bond 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 Active or Frequent Trading Risk: The 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 as compared to a series with less active trading policies.
Frequent trading also increases transaction costs, which could detract
from the series' performance.

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

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

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table are not included because the series
has not had a full calendar year of investment operations.

<PAGE>

32: INTERNATIONAL NEW DISCOVERY SERIES
............................................................................

o INVESTMENT OBJECTIVE

The series' investment objective is to seek capital appreciation. The
series' objective may be changed without shareholder approval.

o PRINCIPAL INVESTMENT POLICIES

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 may invest in companies of
any size, including equity securities issued by foreign companies with
relatively small market capitalizations that the series' investment
adviser, MFS, believes are early in their life cycle but have the
potential to become major enterprises. The series' investments may also
include securities traded in the over-the-counter markets.

The series focuses on companies that MFS believes have above average
growth potential. MFS looks particularly for companies which demonstrate:

o above average earnings growth over a sustained period of time;

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.

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

The series has engaged and may engage in active or frequent trading to
achieve its principal investment strategies.

o PRINCIPAL RISKS

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 Effect of IPOs: The series may participate in the initial public offering
("IPO") market, and a significant portion of the series' returns may be
attributable to its investment in IPOs which may have a magnified
investment performance impact during the periods when the series has a
small asset base. Like any past performance, there is no assurance that,
as the series' assets grow, it will continue to experience substantially
similar performance by investment in IPOs.

o Small Cap, Emerging Growth and Growth Companies Risk: Investments in small
cap, emerging growth and growth companies may be subject to more abrupt or
erratic market movements and may involve greater risks than investments in
other companies. In addition, small cap and emerging growth companies
often:

> have limited product lines, markets and financial resources;

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

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

o Geographic Concentration Risk: 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 Active or Frequent Trading Risk: The series has engaged and 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 as compared to a series with less
active trading policies, which would increase your tax liability. Frequent
trading also increases transaction costs, which could detract from the
series' performance.

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

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

o BAR CHART AND PERFORMANCE TABLE

The bar chart and performance table are not included because the series
has not had a full calendar year of investment operations.

<PAGE>

--------------------------------------------
III CERTAIN INVESTMENT STRATEGIES AND RISKS -- BEGINNING ON PAGE 86
--------------------------------------------

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

<PAGE>

----------------------------
IV MANAGEMENT OF THE SERIES -- BEGINNING ON PAGE 87
----------------------------

o INVESTMENT ADVISER

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

o PORTFOLIO MANAGERS

This section is supplemented as follows:

<TABLE>
<CAPTION>
SERIES PORTFOLIO MANAGERS
------ ------------------
<S> <C>
Technology Series The series' portfolio manager is David Sette-Ducatti, a Vice President of
MFS. Mr. Sette-Ducatti has been employed in the investment management area of
MFS since 1995 and has been the manager of the series since inception.

Global Telecommunications Series The series' portfolio manager is John E. Lathrop, a Vice President of MFS.
Mr. Lathrop has been employed in the investment management area of MFS since
1994 and has been the manager of the series since inception.

Mid Cap Growth Series The series' portfolio manager is Mark Regan, a Senior Vice President of MFS.
Mr. Regan has been employed in the investment management area of MFS since
1989 and has been the manager of the series since inception.

Global Health Sciences Series The series is managed by a committee of investment research analysts under
the general supervision of David A. Antonelli, Senior Vice President and the
Director of International Equity Research, and John D. Laupheimer, Jr.,
Senior Vice President and Director of Equity Research. Mr. Antonelli has been
employed in the investment management area of MFS since 1991, since 1997 as a
portfolio manager. Mr. Laupheimer has been employed in the investment
management area of MFS since 1981, since 1987 as a portfolio manager. The
committee has managed the series since inception.

International New David A. Antonelli, a Senior Vice President of the adviser, is the portfolio
Discovery Series manager of the series. Mr. Antonelli has been employed in the investment
management area of MFS since 1991 and has been the series' portfolio manager
since its inception.

</TABLE>

<PAGE>

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

o INVESTMENT TECHNIQUES AND PRACTICES

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

<TABLE>
INVESTMENT TECHNIQUES/PRACTICES
...............................................................................................................................
SYMBOLS x permitted -- not permitted
-------------------------------------------------------------------------------------------------------------------------------

GLOBAL MID CAP GLOBAL HEALTH INTERNATIONAL
TECHNOLOGY TELECOMMUNICATIONS GROWTH SCIENCES NEW DISCOVERY
SERIES SERIES SERIES SERIES SERIES
------ ------------------ ------ ------------- -------------
<S> <C> <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 x x -- -- x
Stripped Mortgage-Backed
Securities -- -- -- -- --
Corporate Securities x x x x x
Loans and Other Direct
Indebtedness -- x -- -- x
Lower Rated Bonds x x x x --
Municipal Bonds -- -- -- -- --
Speculative Bonds x x x x x
U.S. Government Securities x 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 x x
Foreign Securities Exposure
Brady Bonds -- x -- -- x
Depositary Receipts x x x x x
Dollar-Denominated Foreign Debt
Securities x x -- x x
Emerging Markets x x x x x
Foreign Securities x x x x x
Forward Contracts x x x x x
Futures Contracts x 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 x x
Closed-End Funds x x x x x
Lending of Portfolio Securities x x x x x
Leveraging Transactions
Bank Borrowings -- -- -- -- x
Mortgage "Dollar-Roll"
Transactions -- -- -- -- --
Reverse Repurchase Agreements -- -- -- -- --
Options
Options on Foreign Currencies x x x x x
Options on Futures Contracts x x x x x
Options on Securities x x x x x
Options on Stock Indices x x x x x
Reset Options x -- -- -- x
"Yield Curve" Options x -- -- -- x
Repurchase Agreements x x x x x
Restricted Securities x x x x x
Short Sales x -- x x x
Short Sales Against the Box x x x x x
Short Term Instruments x x x x x
Swaps and Related Derivative
Instruments x x -- -- x
Temporary Borrowings x x x x x
Temporary Defensive Positions x x x x x
Warrants x x x x x
"When-Issued" Securities x x x x x

THE DATE OF THIS SUPPLEMENT IS MARCH 1, 2001.
SUN-16TGMC 9/00 645M

</TABLE>
<PAGE>

SUPPLEMENT DATED MARCH 1, 2001 TO THE CURRENT
STATEMENT OF ADDITIONAL INFORMATION

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

THIS SUPPLEMENT DESCRIBES FIVE NEW SERIES OF THE SERIES FUND -- THE TECHNOLOGY
SERIES, THE GLOBAL TELECOMMUNICATIONS SERIES, THE MID CAP GROWTH SERIES, THE
GLOBAL HEALTH SCIENCES SERIES AND THE INTERNATIONAL NEW DISCOVERY SERIES --
AND SUPPLEMENTS CERTAIN INFORMATION IN THE SERIES FUND'S STATEMENT OF
ADDITIONAL INFORMATION DATED MAY 1, 2000. THE CAPTION HEADINGS USED IN THIS
SUPPLEMENT CORRESPOND WITH THE CAPTION HEADINGS USED IN THE STATEMENT OF
ADDITIONAL INFORMATION. INFORMATION WHICH IS NOT SUPPLEMENTED APPLIES EQUALLY
TO THE NEW SERIES.

1. DEFINITIONS -- PAGE 3

This section is supplemented as follows:

The number "32" replaces the number "27" at the end of the first
paragraph.

The following item is added at the end of the list of investment options:

"28. Technology Series*

29. Global Telecommunications Series

30. Mid Cap Growth Series

31. Global Health Sciences Series

32. International New Discovery Series*"

2. INVESTMENT TECHNIQUES, PRACTICES AND RISKS -- BEGINNING ON PAGE 4

This section is supplemented by adding the following disclosure at the end
of the section on page 5:

"26. TECHNOLOGY SERIES

Foreign Securities (including
Emerging Market Securities): .......... 50%

Lower Rated Bonds: ...................... 30%

Securities Lending: ..................... 30%

Short Sales: ............................ 40%

27. GLOBAL TELECOMMUNICATIONS SERIES

Lower Rated Bonds: ................... up to but not including 20%

Emerging Markets Securities
and Brady Bonds: ................... up to but not including 20%

Securities Lending: .................. 30%

28. MID CAP GROWTH SERIES

Foreign Securities: .................. up to but not including 20%

Lower Rated Bonds: ................... 10%

Securities Lending: .................. 30%

29. GLOBAL HEALTH SCIENCES SERIES

Emerging Markets: ....................... 15%

Lower Rated Bonds: ...................... up to 20%

Securities Lending: ..................... 30%

30. INTERNATIONAL NEW DISCOVERY SERIES

Emerging Market Securities: ............. 35%

Securities Lending: ..................... 30%

Short Sales: ............................ Underlying value minus
collateral: 10%

3. INVESTMENT RESTRICTIONS -- BEGINNING ON PAGE 5

This section is supplemented by adding the following disclosure at the end
of the section on page 12:

"(16) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE TECHNOLOGY
SERIES, THE GLOBAL TELECOMMUNICATIONS SERIES AND THE MID CAP GROWTH SERIES:

The Technology Series, the Global Telecommunications Series and the Mid
Cap Growth Series may not:

(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 the
Series may technically be deemed an underwriter under the
Securities Act of 1933 ("1933 Act") in selling a portfolio
security.

(3) 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 (including Options on Futures
Contracts, Options, Options on Stock Indices and Options on Foreign
Currencies), short sale, Forward Contracts, Futures Contracts, any
other 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.

(4) 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 lending of portfolio securities, or
the investment of the Series" assets in repurchase agreements shall
not be considered the making of a loan.

(5) 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 Options, Options on Futures Contracts, Options
on Stock Indices, Options on Foreign Currency and any other type of
option, Futures Contracts, any other type of futures contract, and
Forward Contracts) in the ordinary course of its business. The
Series reserves the freedom of action to hold and to sell real
estate, mineral leases, commodities or commodity contracts
(including Options, Options on Futures Contracts, Options on Stock
Indices, Options on Foreign Currency and any other type of option,
Futures Contracts, any other type of futures contract, and Forward
Contracts) acquired as a result of the ownership of securities.

"(17) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE GLOBAL HEALTH
SCIENCES SERIES AND THE INTERNATIONAL NEW DISCOVERY SERIES:

The Global Health Sciences Series and The International New Discovery
Series may not:

(1) BORROW MONEY: borrow money except to the extent such borrowing is
not prohibited by the 1940 Act and exemptive orders granted under
such Act.

(2) UNDERWRITE SECURITIES: underwrite securities issued by other
persons, except that all or any portion of the assets of the Series
may be invested in one or more investment companies, to the extent
not prohibited by the 1940 Act and exemptive orders granted under
such Act, and except insofar as the Series may technically be
deemed an underwriter under the Securities Act of 1933, as amended,
in selling a portfolio security.

(3) REAL ESTATE, OIL AND GAS, MINERAL INTERESTS: purchase or sell real
estate (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 and any type of option, Futures Contracts and
Forward Contracts) in the ordinary course of its business. The
Series reserves the freedom of action to hold and to sell real
estate, mineral leases, commodities or commodity contracts
(including currencies and any type of option, Futures Contracts and
Forward Contracts) acquired as a result of the ownership
securities.

(4) SENIOR SECURITIES: issue any senior securities except to the extent
not prohibited by the 1940 Act and exemptive orders granted under
such Act. For purposes of this restriction, collateral arrangements
with respect to any type of swap, option, Forward Contracts and
Futures Contracts and collateral arrangements with respect to
initial and variation margin are not deemed to be the issuance of a
senior security.

(5) MAKE LOANS: make loans to the extent prohibited by the 1940 Act.

"(18) INVESTMENT RESTRICTION THAT APPLIES ONLY TO THE INTERNATIONAL
NEW DISCOVERY SERIES:

The Series may not

(1) CONCENTRATION: purchase any securities of an issuer of a particular
industry, if as a result, 25% or more of its total assets (taken at
market value at the time of purchase) would be invested in
securities of issuers whose principal business activities are in
the same industry.

(19) INVESTMENT RESTRICTION THAT APPLIES ONLY TO THE TECHNOLOGY
SERIES, THE MID CAP GROWTH SERIES AND THE INTERNATIONAL NEW DISCOVERY SERIES:

The Series may not:

(1) 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 obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities and
repurchase agreements collateralized by such obligations)."

(20) INVESTMENT RESTRICTION THAT APPLIES ONLY TO THE GLOBAL
TELECOMMUNICATIONS SERIES:

The Series may not:

(1) 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 a group of related
telecommunications industries.

(21) INVESTMENT RESTRICTION THAT APPLIES ONLY TO THE GLOBAL HEALTH
SCIENCES SERIES:

The Series may not:

In addition, each of the Technology Series, the Global Telecommunications
Series, the Mid Cap Growth Series, the Global Health Sciences Series and the
International New Discovery Series has the following non-fundamental policies
which may be changed without shareholder approval.

The 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 the Series" limitation on investment in
illiquid securities. 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" Board of Trustees (or its
delegee), will not be subject to this 15% limitation.

THE DATE OF THIS SUPPLEMENT IS MARCH 1, 2001.

SUN-16SAI 9/00 1M
<PAGE>
PART C

ITEM 23. EXHIBITS:

1 (a) Amended and Restated Declaration of Trust of Registrant
dated December 29, 1997. (3)

(b) Amendment to the Declaration of Trust changing the name of a
series, dated April 29, 1998.(8)

(d) Amendment to the Declaration of Trust establishing a new
series, dated August 12, 1999.(8)

(e) Amendment to the Declaration of Trust to change the name of a
series, dated December 1, 1999.(8)

(f) Amendment to the Declaration of Trust establishing a new
series, Technology Series, dated May 16, 2000. (9)

(g) Amendment to the Declaration of Trust establishing two new
series, Global Telecommunications Series and Mid Cap Growth
Series, dated June 14, 2000; filed herewith.

(h) Amendment to the Declaration of Trust terminating the Zero
Coupon 2000 Series, dated November 16, 2000; filed herewith.

(i) Form of Amendment to Declaration of Trust establishing two
new series, Global Health Sciences Series and International
New Discovery 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. (5)

(w) Investment Advisory Agreement between Registrant, on behalf
of the Equity Income Series, and Massachusetts Financial
Services Company dated May 1, 1998. (5)

(x) Investment Advisory Agreement between Registrant, on behalf
of the Massachusetts Investors Growth Stock Series, and
Massachusetts Financial Services Company dated May 1, 1998.
(5)

(y) Investment Advisory Agreement between Registrant, on behalf
of the New Discovery Series, and Massachusetts Financial
Services Company dated May 1, 1998. (5)

(z) Investment Advisory Agreement between Registrant, on behalf
of the Research International Series, and Massachusetts
Financial Services Company dated May 1, 1998. (5)

(aa) Investment Advisory Agreement between Registrant, on behalf
of the Strategic Income Series, and Massachusetts Financial
Services Company dated May 1, 1998. (5)

(bb) Investment Advisory Agreement between Registrant, on behalf
of the Strategic Growth Series, and Massachusetts Financial
Services Company.(8)

(cc) Investment Advisory Agreement between Registrant, on behalf
of Technology Series, and Massachusetts Financial Services
Company; filed herewith.

(dd) Investment Advisory Agreement between Registrant, on behalf
of Global Telecommunications Series, and Massachusetts
Financial Services Company; filed herewith.

(ee) Investment Advisory Agreement between Registrant, on behalf
of Mid Cap Growth Series, and Massachusetts Financial
Services Company; filed herewith.

(ff) Form of Investment Advisory Agreement between Registrant, on
behalf of Global Health Sciences Series, and Massachusetts
Financial Services Company; filed herewith.

(gg) Form of Investment Advisory Agreement between Registrant, on
behalf of International New Discovery Series, and
Massachusetts Financial Services Company; filed herewith.

5 Not Applicable.

6 Not Applicable.

7 Custodian Agreement between Registrant and State Street Bank
and Trust Company dated May 24, 1985. (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 and restated April 1, 1999. (2)

9 (a) Consent and Opinion of Counsel dated April 24, 1998. (4)

(b) Legal Opinion Consent dated April 24, 2000.(8)

10 Consent of Deloitte & Touche LLP.(8)

11 Not Applicable.

12 Not Applicable.

13 Not Applicable.

14 Not Applicable.

15 Not Applicable.

16 Code of Ethics for the Series pursuant to Rule 17j-1 under
the Investment Company Act of 1940. (7)

Power of Attorney dated July 27, 2000; filed herewith

--------------------
(1) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registrant's Registration Statement filed with the SEC via EDGAR on April
29, 1997.
(2) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
March 31, 1999.
(3) Incorporated by reference to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement filed with the SEC via EDGAR on February
13, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 22 to the
Registrant's Registration Statement filed with the SEC via EDGAR on April
29, 1998.
(5) Incorporated by reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement filed with the SEC via EDGAR on February
22, 1999.
(6) Incorporated by reference to Post-Effective Amendment No. 24 to the
Registrant's Registration Statement filed with the SEC via EDGAR on August
13, 1999.

(7) Incorporated by reference to Post-Effective Amendment No. 40 for MFS Series
Trust IX (File Nos. 2-50409 and 811-2464) filed with the SEC via EDGAR on
August 28, 2000.
(8) Incorporated by reference to Post-Effective Amendment No. 25 to the
Registrant's Registration Statement filed with the SEC via EDGAR on April
28, 2000.
(9) Incorporated by reference to Post-Effective Amendment No. 27 to the
Registrant's Registration Statement filed with the SEC via EDGAR on June 15,
2000.

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 12 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 New Discovery Fund, MFS Technology Fund, MFS
Research International Fund, MFS Global Telecommunications Fund and MFS Japan
Equity Fund); MFS Series Trust II (which has two series: MFS Emerging Growth
Fund and MFS Large Cap Growth 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 New Discovery 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 eight series: MFS Bond Fund,
MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research
Bond Fund, MFS Intermediate Investment Grade Bond Fund, MFS Emerging
Opportunities Fund, MFS Large Cap Value Fund and MFS High Quality Bond Fund);
MFS Series Trust X (which has 11 series: MFS Government Mortgage Fund, MFS
Emerging Markets Equity Fund, MFS International Growth Fund, MFS International
Growth and Income Fund, MFS Strategic Value Fund, MFS Emerging Markets Debt
Fund, MFS Income Fund, MFS European Equity Fund, MFS High Yield Fund, MFS
Concentrated Growth Fund and MFS New Endeavor Fund); MFS Series Trust XI (which
has four series: MFS Union Standard Equity Fund, Vertex All Cap Fund, Vertex
Contrarian Fund and Vertex Income Fund); and MFS Municipal Series Trust (which
has 18 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,
MFS Municipal Income Fund, MFS New York High Income Tax Free Fund and MFS
Massachusetts High Income Tax Free 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 11 series) and MFS Variable
Insurance Trust ("MVI") (which has 16 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 30 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, Global 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 Contrarian Fund and Vertex Income 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.

MFS INVESTMENT MANAGEMENT K.K. ("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.

MFS HERITAGE TRUST COMPANY ("MFS TRUST"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.

MFS ORIGINAL RESEARCH PARTNERS, LLC, a Delaware limited liability
company and a wholly owned subsidiary of MFS whose address is 500 Boylston
Street, Boston, Massachusetts 02116, is an adviser to domestic pooled private
investment vehicles.

MFS ORIGINAL RESEARCH ADVISORS, LLC, a Delaware limited liability
company and a wholly owned subsidiary of MFS whose address is 500 Boylston
Street, Boston, Massachusetts 02116, is an adviser to offshore pooled private
investment vehicles.

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, James Prieur and William W. Stinson. 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, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer and Mr. Parke is also Chief Equity Officer), Stephen E.
Cavan is a Senior Vice President, General Counsel and Secretary of MFS, 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 GOVERNMENT LIMITED MATURITY FUND
MFS SERIES TRUST I
MFS SERIES TRUST II
MFS SERIES TRUST III
MFS SERIES TRUST IV
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST VII
MFS SERIES TRUST VIII
MFS SERIES TRUST IX
MFS SERIES TRUST X
MFS SERIES TRUST XI
MFS MUNICIPAL SERIES TRUST
MFS VARIABLE INSURANCE TRUST
MFS INSTITUTIONAL TRUST
MFS MUNICIPAL INCOME TRUST
MFS MULTIMARKET INCOME TRUST
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
MFS CHARTER INCOME TRUST
MFS SPECIAL VALUE TRUST

Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Secretary and Clerk, James O. Yost, a Senior Vice President of MFS, is the
Treasurer, Ellen M. Moynihan, Laura F. Healy, Robert R. Flaherty 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 and Assistant Clerk.

MFS/SUN LIFE SERIES TRUST

C. James Prieur, President and Director of Sun Life Assurance Company
of Canada, is the President, S Stephen E. Cavan is the Secretary and Clerk,
James O. Yost is the Treasurer, Ellen M. Moynihan, Laura F. Healy, Robert R.
Flaherty and Mark E. Bradley are the Assistant Treasurers, James R. Bordewick,
Jr., is the Assistant Secretary and Assistant Clerk.

MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
GLOBAL GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT

C. James Prieur is the President, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr., is the Assistant Secretary.

MIL FUNDS

Jeffrey L. Shames is Chairman, Richard W. S. Baker, Arnold D. Scott
and William F. Waters are Directors, Stephen E. Cavan is the Secretary, James O.
Yost is the Treasurer, Ellen M. Moynihan, Laura F. Healy, Robert R. Flaherty and
Mark E. Bradley are the Assistant Treasurers, and James R. Bordewick, Jr. is the
Assistant Secretary.

MFS MERIDIAN FUNDS

Jeffrey L. Shames is Chairman, Richard W. S. Baker, Arnold D. Scott
and William F. Waters are Directors, Stephen E. Cavan is the Secretary, James O.
Yost is the Treasurer, James R. Bordewick, Jr. is the Assistant Secretary and
Ellen M. Moynihan, Laura F. Healy, Robert R. Flaherty and Mark E. Bradley are
the Assistant Treasurers.

VERTEX

Jeffrey L. Shames is the Chairman and President, Arnold D. Scott is a
Director, Kevin R. Parke and John W. Ballen are Executive Vice Presidents, John
D. Laupheimer is a Senior Vice President, 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. is Chairman and a Director, 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.

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 TRUST

The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.

MFS ORIGINAL RESEARCH PARTNERS, LLC

Joseph J. Trainor is the President and a Manager, Jeffrey L. Shames,
John W. Ballen and Kevin R. Parke are Managers, Joseph W. Dello Russo is the
Treasurer, Stephen E. Cavan is the Secretary, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.

MFS ORIGINAL RESEARCH ADVISORS, LLC

In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:

Donald A. Stewart Chairman, 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)

C. James Prieur President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Prieur is also an officer and/or Director of
various subsidiaries and affiliates of Sun
Life)

William W. Stinson Director, Sun Life Assurance Company of Canada,
Sun Life Centre, 150 King Street West,
Toronto, Ontario, Canada; Director, United
Dominion Industries Limited, Charlotte, N.C.;
Director, PanCanadian Petroleum Limited,
Calgary, Alberta; Director, LWT Services,
Inc., Calgary Alberta; Director, Western Star
Trucks, Inc., Kelowna, British Columbia;
Director, Westshore Terminals Income Fund,
Vancouver, British Columbia; Director (until
4/99), Canadian Pacific Ltd., Calgary, Alberta

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. 2 Avenue de Lafayette
Boston, MA 02111

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 11th day of December, 2000.

MFS(R)/SUN LIFE SERIES TRUST

By: JAMES R. BORDEWICK, JR.
------------------------
Name: James R. Bordewick, Jr.
Title: Assistant Clerk and 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 December 11, 2000.

SIGNATURE TITLE
--------- -----

C. JAMES PRIEUR* Principal Executive Officer
-------------------------
C. James Prieur

JAMES O. YOST* Treasurer (Principal Financial Officer
------------------------- and Principal Accounting Officer)
James O. Yost

SAMUEL ADAMS* Trustee
-------------------------
Samuel Adams

J. KERMIT BIRCHFIELD* Trustee
-------------------------
J. Kermit Birchfield

WILLIAM R. GUTOW* Trustee
-------------------------
William R. Gutow

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 dated July 27,
2000, filed herewith.
<PAGE>

POWER OF ATTORNEY

MFS/SUN LIFE SERIES TRUST

The undersigned, Trustees and officers of MFS/Sun Life Series Trust (the
"Registrant"), hereby severally constitute and appoint James R. Bordewick, Jr.,
Stephen E. Cavan, James O. Yost and C. James Prieur, and each of them singly, as
true and lawful attorneys, with full power to them and each of them to sign for
each of the undersigned, in the names of, and in the capacities indicated below,
any Registration Statement and any and all amendments thereto and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission for the purpose of registering the
Registrant as a management investment company under the Investment Company Act
of 1940 and/or the shares issued by the Registrant under the Securities Act of
1933 granting, unto our said attorneys, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite or
necessary or desirable to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys or any of them may lawfully do or cause to be done by virtue
thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this
27th day of July, 2000.

Signatures Title(s)
---------- --------

SAMUEL ADAMS Trustee
------------------------
Samuel Adams

J. KERMIT BIRCHFIELD Trustee
------------------------
J. Kermit Birchfield

WILLIAM R. GUTOW Trustee
------------------------
William R. Gutow

DAVID D. HORN Trustee
------------------------
David D. Horn

DERWYN F. PHILLIPS Trustee
------------------------
Derwyn F. Phillips

C. JAMES PRIEUR Principal Executive Officer
------------------------
C. James Prieur

JAMES O. YOST Principal Financial and Accounting
------------------------ Officer
James O. Yost
<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
----------- ---------------------- --------

1 (g) Amendment to the Declaration of Trust
establishing two new series, Global
Telecommunications Series and Mid Cap Growth
Series, dated June 14, 2000.

(h) Amendment to the Declaration of Trust
terminating the Zero Coupon 2000 Series, dated
November 16, 2000.

(i) Form of Amendment to Declaration of Trust
establishing two new series, Global Health
Sciences Series and International New
Discovery Series.

4 (cc) Investment Advisory Agreement between
Registrant, on behalf of Technology Series,
and Massachusetts Financial Services Company.

(dd) Investment Advisory Agreement between
Registrant, on behalf of Global
Telecommunications Series, and Massachusetts
Financial Services Company.

(ee) Investment Advisory Agreement between
Registrant, on behalf of Mid Cap Growth
Series, and Massachusetts Financial Services
Company.

(ff) Form of Investment Advisory Agreement between
Registrant, on behalf of Global Health
Sciences Series, and Massachusetts Financial
Services Company.

(gg) Form of Investment Advisory Agreement between
Registrant, on behalf of International New
Discovery Series, and Massachusetts Financial
Services Company.