MFS GOVERNMENT MORTGAGE FUND, 497, 1995-09-01

MFS GOVERNMENT MORTGAGE FUND
497, 1995-09-01

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[LOGO] MFS
THE FIRST NAME IN MUTUAL FUNDS

MFS(R)/FOREIGN
& COLONIAL
INTERNATIONAL
FUNDS

MFS(R)/FOREIGN & COLONIAL
INTERNATIONAL
GROWTH FUND

MFS(R)/FOREIGN & COLONIAL
INTERNATIONAL GROWTH
AND INCOME FUND

MFS(R)/FOREIGN & COLONIAL
EMERGING MARKETS
EQUITY FUND

(Members of the MFS Family of Funds(R)

PROSPECTUS

DATED SEPTEMBER 1, 1995

CLASS A SHARES OF BENEFICIAL INTEREST

CLASS B SHARES OF BENEFICIAL INTEREST

MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND (the "International Growth
Fund") -- The investment objective of the International Growth Fund is capital
appreciation. The Fund seeks to achieve its investment objective by investing,
under normal market conditions, at least 65% of its total assets in equity
securities of companies whose principal activities are outside the U.S. growing
at rates expected to be well above the growth rate of the overall U.S. economy.

MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND (the
"International Growth and Income Fund") -- The investment objective of the
International Growth and Income Fund is capital appreciation and current
income. The Fund seeks to achieve its investment objective by investing, under
normal market conditions, at least 65% of its total assets in equity and fixed
income securities of issuers whose principal activities are outside the U.S.

MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND (the "Emerging
Markets Equity Fund") -- The investment objective of the Emerging Markets
Equity Fund is capital appreciation. The Fund seeks to achieve its investment
objective by investing, under normal market conditions, at least 65% of its
total assets in equity securities of issuers whose principal activities are
located in emerging market countries.

No assurance can be given that the investment objective of the International
Growth Fund, the International Growth and Income Fund or the Emerging Markets
Equity Fund (individually or collectively hereinafter referred to as the "Fund"
or the "Funds") will be achieved. Each Fund is a diversified series of MFS
Series Trust X (the "Trust"), an open-end management investment company. The
minimum initial investment generally is $1,000 per account (see "Purchases").

THE FUNDS ARE INTENDED FOR INVESTORS WHO UNDERSTAND AND ARE WILLING TO ACCEPT
THE RISKS ENTAILED IN SEEKING CAPITAL APPRECIATION AND IN INVESTING IN FOREIGN
SECURITIES.

The Funds' investment adviser and distributor are Massachusetts Financial
Services Company ("MFS" or the "Adviser") and MFS Fund Distributors, Inc.
("MFD"), respectively, both of which are located at 500 Boylston Street,
Boston, Massachusetts 02116. Each Fund also has retained as its sub-advisers
Foreign & Colonial Management Ltd. and Foreign & Colonial Emerging Markets
Limited (collectively, the "Sub-Adviser"), both of which are located at
Exchange House, Primrose Street, London EC2A 2NY, United Kingdom.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

This Prospectus sets forth concisely the information concerning each Fund and
the Trust that a prospective investor ought to know before investing. The
Trust, on behalf of the Funds, has filed with the Securities and Exchange
Commission (the "SEC") a Statement of Additional Information, dated September
1, 1995, which contains more detailed information about the Trust and each Fund
and is incorporated into this Prospectus by reference. See page 25 for a
further description of the information set forth in the Statement of Additional
Information. A copy of the Statement of Additional Information may be obtained
without charge by contacting the Shareholder Servicing Agent (see back cover
for address and phone number).

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<PAGE> 2

<TABLE>
--------------------------------------------------------------------------------
TABLE OF CONTENTS

<CAPTION>
PAGE
----

<S> <C>
1. Expense Summary........................................................................ 1

2. The Funds.............................................................................. 2

3. Investment Objective and Policies...................................................... 2
International Growth Fund............................................................ 3
International Growth and Income Fund................................................. 3
Emerging Markets Equity Fund......................................................... 3

4. Investment Techniques.................................................................. 4

5. Risk Factors........................................................................... 9

6. Management of the Funds................................................................ 13

7. Information Concerning Shares of the Funds............................................. 15
Purchases............................................................................ 15
Exchanges............................................................................ 17
Redemptions and Repurchases.......................................................... 18
Distribution Plans................................................................... 20
Distributions........................................................................ 21
Tax Status........................................................................... 21
Net Asset Value...................................................................... 22
Description of Shares, Voting Rights and Liabilities................................. 22
Performance Information.............................................................. 22
Expenses............................................................................. 23

8. Shareholder Services................................................................... 23
Annex A -- Waivers of Sales Charges...................................................... 25
Appendix A -- Description of Bond Ratings................................................ 27
</TABLE>

<PAGE> 3
<TABLE>
--------------------------------------------------------------------------------
1. EXPENSE SUMMARY

<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES: CLASS A SHARES CLASS B SHARES
-------------- --------------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchases of Fund Shares
(as a percentage of offering price)............................. 4.75% 0.00%
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as
applicable)..................................................... See Below(1) 4.00%
</TABLE>
<TABLE>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS):(3)

<CAPTION>
CLASS A SHARES
--------------------------------------------------------------
INTERNATIONAL GROWTH INTERNATIONAL GROWTH EMERGING MARKETS
FUND AND INCOME FUND EQUITY FUND
-------------------- -------------------- ----------------
<S> <C> <C> <C>
Management Fees............................... 1.00% 1.00% 1.25%
Rule 12b-1 Fees(2)............................ 0.50% 0.50% 0.50%
Other Expenses (after expense
reimbursement)(3)........................... 0.53% 0.58% 0.75%(4)
----- ----- -----
Total Operating Expenses (after expense
reimbursement).............................. 2.03% 2.08% 2.50%(4)
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES
--------------------------------------------------------------
INTERNATIONAL GROWTH INTERNATIONAL GROWTH EMERGING MARKETS
FUND AND INCOME FUND EQUITY FUND
-------------------- -------------------- ----------------
<S> <C> <C> <C>
Management Fees............................... 1.00% 1.00% 1.25%
Rule 12b-1 Fees(5)............................ 1.00% 1.00% 1.00%
Other Expenses (after expense
reimbursement)(3)........................... 0.60% 0.65% 0.82%(4)
----- ----- -----
Total Operating Expenses (after expense
reimbursement).............................. 2.60% 2.65% 3.07%(4)
<FN>
---------------

(1) Purchases of $1 million or more are not subject to an initial sales charge;
however, a contingent deferred sales charge ("CDSC") of 1% will be imposed
on such purchases in the event of certain redemption transactions within 12
months following such purchases. See "Purchases" below.

(2) Each Fund has adopted a Distribution Plan for its Class A shares in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), which provides that it will pay
distribution/service fees aggregating up to (but not necessarily all of)
0.50% per annum of the average daily net assets attributable to each Fund's
Class A shares. See "Distribution Plans" below. Distribution expenses paid
under these Plans, together with the initial sales charge, may cause
long-term shareholders to pay more than the maximum sales charge that would
have been permissible if imposed entirely as an initial sales charge.

(3) "Other Expenses" are based on estimates for each Fund's fiscal year ending July 31, 1996.

(4) MFS has agreed to bear, subject to reimbursement by the Emerging Markets
Equity Fund, until December 31, 2005, expenses of each class of shares of
the Fund such that the aggregate expenses of the Emerging Markets Equity
Fund's Class A shares and Class B shares do not exceed 2.50% and 3.07%,
respectively, of the Fund's average daily net assets on an annualized basis.
This arrangement may be terminated or revised by MFS at any time. See
"Information Concerning Shares of the Funds -- Expenses" below. Absent this
expense arrangement, estimated "Other Expenses" and "Total Operating
Expenses" for the Emerging Markets Equity Fund's Class A shares would be
0.86% and 2.61%, respectively, and estimated "Operating Expenses" and "Total
Operating Expenses" for the Emerging Markets Equity Fund's Class B shares
would be 0.93% and 3.18%, respectively.

(5) Each Fund has adopted a Distribution Plan for its Class B shares in
accordance with Rule 12b-1 under the 1940 Act, which provides that it will
pay distribution/service fees aggregating up to (but not necessarily all of)
1.00% per annum of the average daily net assets attributable to each Fund's
Class B shares. See "Distribution Plans" below. Distribution expenses paid
under these Plans, together with any CDSC payable upon redemption of Class B
shares, may cause long-term shareholders to pay more than the maximum sales
charge that would have been permissible if imposed entirely as an initial
sales charge.

</TABLE>
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<PAGE> 4
<TABLE>
EXAMPLE OF EXPENSES
An investor would pay the following dollar amounts of expenses on a $1,000
investment in each Fund, assuming (a) 5% annual return and, unless otherwise
noted, (b) redemption at the end of each of the time periods indicated:

<CAPTION>
INTERNATIONAL GROWTH FUND
-----------------------------------
PERIOD CLASS A CLASS B
--------------- ------- --------------------
<S> <C> <C> <C>
(1)
1 year........ $ 67 $ 66 $26
3 years....... 108 111 81
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL GROWTH AND INCOME
FUND
-----------------------------------
PERIOD CLASS A CLASS B
--------------- ------- --------------------
<S> <C> <C> <C>
(1)
1 year........ $ 68 $ 67 $27
3 years....... 110 112 82
</TABLE>
<TABLE>
<CAPTION>
EMERGING MARKETS EQUITY FUND
-----------------------------------
PERIOD CLASS A CLASS B
--------------- ------- --------------------
<S> <C> <C> <C>
(1)
1 year........ $ 72 $ 71 $31
3 years....... 122 125 95
<FN>
---------------

(1) Assumes no redemption.
</TABLE>

The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of each Fund
will bear directly or indirectly. More complete descriptions of the following
Fund expenses are set forth in the following sections: (i) varying sales charges
on share purchases -- "Purchases"; (ii) varying CDSCs -- "Purchases"; (iii)
management fees -- "Management of the Funds"; and (iv) Rule 12b-1 (i.e.,
distribution plan) fees --"Distribution Plans."

THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES OF ANY FUND; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
--------------------------------------------------------------------------------
2. THE FUNDS

Each Fund is a diversified series of the Trust, an open-end management
investment company which was organized as a business trust under the laws of The
Commonwealth of Massachusetts in 1985. The Trust presently consists of four
series, each of which represents a portfolio with separate investment policies.
This Prospectus relates to the International Growth Fund, the International
Growth and Income Fund and the Emerging Markets Equity Fund. Shares of the other
series of the Trust, MFS Government Mortgage Fund, are offered and sold pursuant
to a separate prospectus and statement of additional information. It is
anticipated that each Fund will commence offering its shares to the public on or
about October 24, 1995. Shares of each Fund are sold continuously to the public.
It is anticipated, however, that on or about November 3, 1995 each Fund will
cease offering its shares to new investors (except for existing shareholders of
the relevant Fund and participants contributing to retirement plans qualified
under Section 401(a) or 403(b) of the Internal Revenue Code of 1986, as amended)
for a period of time. Two classes of shares of each Fund currently are offered
to the general public. Class A shares are offered at net asset value plus an
initial sales charge (or a CDSC in the case of certain purchases of $1 million
or more) and subject to a Distribution Plan providing for an annual distribution
fee and a service fee. Class B shares are offered at net asset value without an
initial sales charge but subject to a CDSC and Distribution Plan providing for
an annual distribution fee and service fee which are greater than the Class A
distribution fee and service fee. Class B shares will convert to Class A shares
approximately eight years after purchase.

The Trust's Board of Trustees provides broad supervision over the affairs
of the Funds. The Adviser is responsible for the management of each Fund's
assets (including supervision of the Sub-Adviser) and the officers of the Trust
are responsible for the operations of each Fund. The Adviser manages each
portfolio from day to day in accordance with each Fund's investment objective
and policies. A majority of the Trustees are not affiliated with the Adviser or
the Sub-Adviser. The Trust also offers to buy back (redeem) shares of each Fund
from shareholders at any time at net asset value, less any applicable CDSC.

--------------------------------------------------------------------------------
3. INVESTMENT OBJECTIVE AND POLICIES

Each Fund has a different investment objective which it pursues through
separate investment policies, as described below. The differences in objectives
and policies among the Funds can be expected to affect the market and financial
risk to which each Fund is subject and the performance of each Fund. The
investment objective and policies of each Fund may, unless otherwise
specifically stated, be changed by the Trustees of the Trust without a vote of
the shareholders. A change in a Fund's objective may result in the Fund having
an invest-

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<PAGE> 5
ment objective different from the objective which the shareholder considered
appropriate at the time of investment in the Fund. Any investment involves risk
and there is no assurance that the investment objective of any Fund will be
achieved.

INTERNATIONAL GROWTH FUND -- The International Growth Fund's investment
objective is to seek capital appreciation. The Fund seeks to achieve its
objective by investing, under normal market conditions, at least 65% of its
total assets in equity securities of companies whose principal activities are
outside the U.S. growing at rates expected to be well above the growth rate of
the overall U.S. economy. The foreign growth securities in which the Fund may
invest include securities of more established companies which represent
opportunities for long-term growth. See "Investment Techniques -- Foreign Growth
Securities" below. The selection of securities is made solely on the basis of
potential for capital appreciation. Dividend and interest income from portfolio
securities, if any, is incidental to the Fund's investment objective of capital
appreciation.

The Fund may invest up to 25% of its net assets in securities of issuers
whose principal activities are located in emerging market countries. See
"Investment Techniques -- Emerging Market Securities" below.

While the Fund intends to invest primarily in equity securities, the Fund
may also invest up to 35% of its net assets (and generally expects to invest not
more than 20% of its net assets) in fixed income securities of government,
government-related, supranational and corporate issuers whose principal
activities are outside the U.S., including up to 10% of its net assets in fixed
income securities rated Ba or lower by Moody's Investors Service, Inc.
("Moody's") or BB or lower by Standard & Poor's Rating Group ("S&P") or Fitch
Investors Service, Inc. ("Fitch") and comparable unrated securities. See "Risk
Factors -- Lower Rated Fixed Income Securities" below. The Adviser and
Sub-Adviser consider a variety of factors in selecting fixed income securities
to achieve capital appreciation, including the creditworthiness of issuers,
interest rates and currency exchange rates.

It is anticipated that initially approximately 75% of the Fund's net assets
will be invested in foreign growth securities (including 30% in securities of
established companies) and approximately 25% of its net assets will be invested
in emerging market securities. Such allocation will change from time to time.

INTERNATIONAL GROWTH AND INCOME FUND -- The International Growth and Income
Fund's investment objective is to seek capital appreciation and current income.
The Fund seeks to achieve its objective by investing primarily in equity and
fixed income securities of issuers whose principal activities are outside the
U.S.

The Fund will invest, under normal market conditions, at least 65% of its
total assets (and generally expects to invest a substantial portion of its total
assets) in a combination of the following:

(a) equity securities of foreign "blue chip" companies and foreign growth
companies. See "Investment Techniques -- Foreign Growth Securities"
below. The Fund considers a security to be "blue chip" if the total
equity market capitalization of the issuer is at least U.S. $1
billion; and

(b) fixed income securities of government, government-related,
supranational and corporate issuers whose principal activities are
outside the U.S. The Fund may invest up to 50% (and generally expects
to invest from 25% to 30%) of its net assets in fixed income
securities, including up to 25% of its net assets in fixed income
securities rated below Ba or lower by Moody's or BB or lower by S&P
or Fitch and comparable unrated securities. See "Risk Factors --
Lower Rated Fixed Income Securities" below.

The Fund may invest up to 10% of its net assets in securities of issuers
whose principal activities are located in emerging market countries. See
"Investment Techniques -- Emerging Market Securities" below.

EMERGING MARKETS EQUITY FUND -- The Emerging Markets Equity Fund's
investment objective is to seek capital appreciation. The Fund seeks to achieve
its objective by investing, under normal market conditions, at least 65% of its
total assets in equity securities of issuers whose principal activities are
located in emerging market countries. The Adviser and the Sub-Adviser expect to
take a global approach to portfolio management by weighting the Fund's
investments towards countries in Latin America, Asia, Africa, the Middle East
and the developing countries of Europe, primarily in Eastern Europe. See
"Investment Techniques -- Emerging Market Securities" below. The selection of
securities is made solely on the basis of potential for capital appreciation.
Dividend and interest income from portfolio securities, if any, is incidental to
the Fund's investment objective of capital appreciation.

While the Fund intends to invest primarily in equity securities, the Fund
may also invest less than 35% of its net assets in fixed income securities of
government, government-related, supranational and corporate issuers whose
principal activities are outside the U.S., rated Ba or lower by Moody's or BB or
lower by S&P or Fitch and comparable unrated securities. See "Risk Factors --
Lower Rated Fixed Income Securities" below. The Adviser and the Sub-Adviser
consider a variety of factors in selecting fixed income securities to achieve
capital appreciation, including the creditworthiness of issuers, interest rates
and currency exchange rates.

------------------
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<PAGE> 6

The Funds do not intend to emphasize any particular country or region in
making their investments, but under normal market conditions, each Fund will be
invested in at least three countries (outside the U.S.) and will not invest more
than 50% of its net assets in issuers whose principal activities are located in
a single country. See "Risk Factors -- Investments in One or a Limited Number of
Countries" below. Currently, none of the Funds expect to invest more than 25% of
their net assets in issuers whose principal activities are located in a single
country, except that the International Growth Fund and the International Growth
and Income Fund generally expect to invest between 15% to 45% of their assets in
issuers whose principal activities are in Japan. Each Fund will seek to reduce
risk by investing its assets in a number of markets and issuers, performing
credit analyses of potential investments and monitoring current developments and
trends in both the international economy and financial markets.

The Adviser and the Sub-Adviser determine where an issuer's principal
activities are located by considering such factors as its country of
organization, the principal trading market for its securities and the source of
its revenues and assets. The issuer's principal activities generally are deemed
to be located in a particular country if: (a) the security is issued or
guaranteed by the government of that country or any of its agencies, authorities
or instrumentalities; (b) the issuer is organized under the laws of, and
maintains a principal office in, that country; (c) the issuer has its principal
securities trading market in that country; (d) the issuer derives 50% or more of
its total revenues from goods sold or services performed in that country; or (e)
the issuer has 50% or more of its assets in that country.

Each Fund may invest in all types of equity securities, including the
following: common stocks, preferred stocks and preference stocks; securities
such as bonds, warrants or rights that are convertible into stocks; and
depositary receipts for those securities. These securities may be listed on
securities exchanges, traded in various over-the-counter markets or have no
organized market.

For temporary defensive reasons, such as during times of international
political or economic uncertainty or turmoil, most or all of each Fund's
investments may be in cash (U.S. dollars, foreign currencies or multinational
currency units) and/or securities that are denominated in U.S. dollars or whose
issuers are domiciled in the U.S. Each Fund is not restricted as to the portions
of its assets which may be invested in securities denominated in a particular
currency and up to 100% of each Fund's net assets may be invested in securities
denominated in foreign currencies and multinational currency units.

--------------------------------------------------------------------------------
4. INVESTMENT TECHNIQUES

Consistent with each Fund's investment objective and policies, each Fund
may engage in the following investment techniques, many of which are described
more fully in the Statement of Additional Information. See "Investment Policies
and Restrictions" in the Statement of Additional Information.

FOREIGN GROWTH SECURITIES: Each Fund may invest in securities of foreign
growth companies, including established foreign companies, whose rates of
earnings growth are expected to accelerate because of special factors, such as
rejuvenated management, new products, changes in consumer demand, or basic
changes in the economic environment or which otherwise represent opportunities
for long-term growth. See "Risk Factors" below. It is anticipated that these
companies will primarily be in nations with more developed securities markets,
such as Japan, Australia, Canada, New Zealand and most Western European
countries, including Great Britain.

EMERGING MARKET SECURITIES: Each Fund may invest in securities of issuers
whose principal activities are located in countries or regions with relatively
low gross national product per capita compared to the world's major economies,
and in countries or regions with the potential for rapid economic growth
(emerging markets). Emerging markets will include any country: (i) having an
"emerging stock market" as defined by the International Finance Corporation;
(ii) with low- to middle-income economies according to the International Bank
for Reconstruction and Development (the World Bank); (iii) listed in World Bank
publications as developing; or (iv) determined by the Adviser or the Sub-Adviser
to be an emerging market as defined above. See "Risk Factors -- Emerging
Markets" below.

FIXED INCOME SECURITIES: Fixed income securities in which each Fund may
invest include all types of long-or short-term debt obligations, such as bonds,
notes, bills, debentures, loans, loan assignments and commercial paper. Each
Fund may invest in emerging market fixed income securities, which, in addition
to the securities identified above, may take the form of interests issued by
entities organized and operated for the purpose of restructuring the investment
characteristics of instruments issued by emerging market country issuers. Fixed
income securities in which each Fund may invest include securities in the lower
rating categories of recognized rating agencies and comparable unrated
securities. See "Risk Factors" below. The International Growth Fund will not
invest more than 10% of its net assets, the International Growth and Income Fund
will not invest more than 25% of its net assets and the Emerging Markets Equity
Fund will not invest 35% or more of its net assets, in fixed income securities
rated Ba or lower by

4
<PAGE> 7
Moody's or BB or lower by S&P or Fitch and comparable unrated securities. See
"Risk Factors -- Lower Rated Fixed Income Securities" below. However, because
most foreign fixed income securities are not rated, a Fund will invest in
foreign fixed income securities primarily based on the Adviser's or the
Sub-Adviser's credit analysis without relying on published ratings.

INVESTMENT IN OTHER INVESTMENT COMPANIES: Each Fund may invest in other
investment companies to the extent permitted by the 1940 Act and applicable
state securities laws (i) as a means by which the Fund may invest in securities
of certain countries which do not otherwise permit investment, (ii) as a means
to purchase thinly traded securities of emerging market companies, or (iii) when
the Adviser or the Sub-Adviser believes such investments may be more
advantageous to the Fund than a direct market purchase of securities. If a Fund
invests in such investment companies, the Fund's shareholders will bear not only
their proportionate share of the expenses of the Fund (including operating
expenses and the fees of the Adviser) but also will indirectly bear similar
expenses of the underlying investment companies.

PRIVATIZATIONS: The governments in some countries, including emerging
market countries, have been engaged in programs of selling part or all of their
stakes in government owned or controlled enterprises ("privatizations"). Each
Fund may invest in privatizations. In certain countries, the ability of foreign
entities to participate in privatizations may be limited by local law and the
terms on which the foreign entities may be permitted to participate may be less
advantageous than those afforded local investors.

DEPOSITARY RECEIPTS: Each Fund may invest in American Depositary Receipts
("ADRs"), Global Depositary Receipts ("GDRs") and other types of depositary
receipts. ADRs are certificates issued by a U.S. depositary (usually a bank) and
represent a specified quantity of shares of an underlying non-U.S. stock on
deposit with a custodian bank as collateral. GDRs and other types of depositary
receipts are typically issued by foreign banks or trust companies and evidence
ownership of underlying securities issued by either a foreign or a U.S. company.
Generally, ADRs are in registered form and are designed for use in U.S.
securities markets and GDRs are in bearer form and are designed for use in
foreign securities markets. For the purposes of a Fund's policy to invest a
certain percentage of its assets in foreign securities, the investments of a
Fund in ADRs, GDRs and other types of depositary receipts are deemed to be
investments in the underlying securities.

BRADY BONDS: Each Fund may invest in Brady Bonds, which are securities
created through the exchange of existing commercial bank loans to public and
private entities in certain emerging markets for new bonds in connection with
debt restructurings under a debt restructuring plan introduced by former U.S.
Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Plan debt
restructurings have been implemented to date in Argentina, Brazil, Bulgaria,
Costa Rica, Ecuador, Jordan, Mexico, Nigeria, the Philippines, Poland, Uruguay
and Venezuela. Brady Bonds have been issued only recently, and for that reason
do not have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the U.S.
dollar) and are actively traded in over-the-counter secondary markets. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate bonds or
floating-rate bonds, are generally collateralized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the bonds. Brady
Bonds are often viewed as having three or four valuation components: the
collateralized repayment of principal at final maturity; the collateralized
interest payments; the uncollateralized interest payments; and any
uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the "residual risk"). In light of the residual risk of Brady
Bonds and the history of defaults of countries issuing Brady Bonds with respect
to commercial bank loans by public and private entities, investments in Brady
bonds may be viewed as speculative.

STRUCTURED SECURITIES: Each Fund may invest a portion of its assets in
entities organized and operated solely for the purpose of restructuring the
investment characteristics of sovereign debt obligations. This type of
restructuring involves the deposit with, or purchase by, an entity, such as a
corporation or trust, of specified instruments (such as commercial bank loans or
Brady Bonds) and the issuance by that entity of one or more classes of
securities ("Structured Securities") backed by, or representing interests in,
the underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued Structured Securities to create securities
with different investment characteristics, such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Securities is dependent on the extent of the cash
flow on the underlying instruments. Because Structured Securities of the type in
which each Fund anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments. Each Fund is permitted to invest in a class of
Structured Securities that is either subordinated or unsubordinated to the right
of payment of another class. Subordinated Structured Securities typically have
higher yields and present greater risks than unsubordinated Structured
Securities. Structured Securities are typically sold in private placement
transactions, and there currently is no active trading market for Structured
Securities.

REPURCHASE AGREEMENTS: Each Fund may enter into repurchase agreements in
order to earn additional income on available cash or as a temporary defensive
measure. Under a repurchase agreement, a Fund acquires

5
<PAGE> 8
securities subject to the seller's agreement to repurchase at a specified time
and price. If the seller becomes subject to a proceeding under the bankruptcy
laws or its assets are otherwise subject to a stay order, the Fund's right to
liquidate the securities may be restricted (during which time the value of the
securities could decline). As discussed in the Statement of Additional
Information, each Fund has adopted certain procedures intended to minimize any
such risk. Foreign repurchase agreements may be less well secured than U.S.
repurchase agreements, and may be denominated in foreign currencies. They may
also involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in U.S.
markets.

ZERO COUPON BONDS, DEFERRED INTEREST BONDS AND PIK BONDS: Fixed income
securities in which each Fund may invest also include zero coupon bonds,
deferred interest bonds and bonds on which the interest is payable in kind ("PIK
bonds"). Zero coupon and deferred interest bonds are debt obligations which are
issued or purchased at a significant discount from face value. The discount
approximates the total amount of interest the bonds will accrue and compound
over the period until maturity or the first interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
While zero coupon bonds do not require the periodic payment of interest,
deferred interest bonds provide for a period of delay before the regular payment
of interest begins. PIK bonds are debt obligations which provide that the issuer
thereof may, at its option, pay interest on such bonds in cash or in the form of
additional debt obligations. Such investments benefit the issuer by mitigating
its need for cash to meet debt service, but also require a higher rate of return
to attract investors who are willing to defer receipt of such cash. Such
investments may experience greater volatility in market value due to changes in
interest rates and other factors than debt obligations which make regular
payments of interest. Each Fund will accrue income on such investments for tax
and accounting purposes, as required, which is distributable to shareholders and
which, because no cash is received at the time of accrual, may require the
liquidation of other portfolio securities under disadvantageous circumstances to
satisfy the Fund's distribution obligations.

INDEXED SECURITIES: Each Fund may invest in indexed securities whose value
is linked to foreign currencies, interest rates, commodities, indices or other
financial indicators. Most indexed securities are short to intermediate term
fixed income securities whose values at maturity or interest rates rise or fall
according to the change in one or more specified underlying instruments. Indexed
securities may be positively or negatively indexed (i.e., their value may
increase or decrease if the underlying instrument appreciates), and may have
return characteristics similar to direct investments in the underlying
instrument or to one or more options on the underlying instrument. Indexed
securities may be more volatile than the underlying instrument itself.

LOANS AND OTHER DIRECT INDEBTEDNESS: Each Fund may invest a portion of its
assets in loans. By purchasing a loan, a Fund acquires some or all of the
interest of a bank or other lending institution in a loan to a corporate,
government or other borrower. Many such loans are secured, and most impose
restrictive covenants which must be met by the borrower. These loans are made
generally to finance internal growth, mergers, acquisitions, stock repurchases,
leveraged buy-outs and other corporate activities. Such loans may be in default
at the time of purchase. Each Fund may also purchase trade or other claims
against companies, which generally represent money owed by the company to a
supplier of goods and services. These claims may also be purchased at a time
when the company is in default. Certain of the loans acquired by a Fund may
involve revolving credit facilities or other standby financing commitments which
obligate the Fund to pay additional cash on a certain date or on demand.

The highly leveraged nature of many such loans may make such loans
especially vulnerable to adverse changes in economic or market conditions. Loans
and other direct investments may not be in the form of securities or may be
subject to restrictions on transfer, and only limited opportunities may exist to
resell such instruments. As a result, a Fund may be unable to sell such
investments at an opportune time or may have to resell them at less than fair
market value. For a further discussion of loans and the risks related to
transactions therein, see the Statement of Additional Information.

RESTRICTED SECURITIES: Each Fund may purchase securities that are not
registered under the Securities Act of 1933 (the "1933 Act") ("restricted
securities"), including those that can be offered and sold to "qualified
institutional buyers" under Rule 144A under the 1933 Act ("Rule 144A
securities"). The Trust's Board of Trustees determines, based upon a continuing
review of the trading markets for a specific Rule 144A security, whether such
security is liquid and thus not subject to a Fund's limitations on investing not
more than 15% of its net assets in illiquid investments. The Board of Trustees
has adopted guidelines and delegated to the Adviser the daily function of
determining and monitoring liquidity of restricted securities. The Board,
however, will retain oversight and is ultimately responsible for the
determinations. The Board will carefully monitor each Fund's investments in Rule
144A securities, focusing on such important factors, among others, as valuation,
liquidity and availability of information. This investment practice could have
the effect of decreasing the level of liquidity in a Fund's portfolio to the
extent that qualified institutional buyers become for a time uninterested in
purchasing Rule 144A securities held in the Fund's portfolio. Subject to each
Fund's 15% limitation on investments in illiquid invest-

6
<PAGE> 9

ments, a Fund may also invest in restricted securities that may not be sold
under Rule 144A, which presents certain risks. As a result, a Fund might not be
able to sell these securities when the Adviser or Sub-Adviser wishes to do so,
or might have to sell them at less than fair value. In addition, market
quotations are less readily available. Therefore, judgment may at times play a
greater role in valuing these securities than in the case of unrestricted
securities.

LENDING OF PORTFOLIO SECURITIES: Each Fund may seek to increase its income
by lending portfolio securities under present regulatory policies, including
those of the Board of Governors of the Federal Reserve System and the SEC. Such
loans will usually be made only to member banks of the Federal Reserve System
and member firms (and subsidiaries thereof) of the New York Stock Exchange, and
would be required to be secured continuously by collateral, including cash,
letters of credit, U.S. Government securities or other liquid, high grade debt
securities maintained on a current basis at an amount at least equal to the
market value of the securities loaned. As with other extensions of credit there
are risks of delay in recovery or even loss of rights in the collateral should
the borrower of the securities fail financially. However, the loans would be
made only to entities deemed by the Adviser or the Sub-Adviser to be of good
standing, and when, in the judgment of the Adviser or the Sub-Adviser, the
consideration which can be earned currently from securities loans of this type
justifies the attendant risk. If the Adviser or the Sub-Adviser determines to
make securities loans, it is intended that the value of the securities loaned
would not exceed 30% of the value of the relevant Fund's total assets.

WHEN-ISSUED OR FORWARD DELIVERY SECURITIES: Securities may be purchased on
a "when-issued" or on a "forward delivery" basis, which means that the
obligations will be delivered to a Fund at a future date usually beyond
customary settlement time. The commitment to purchase a security for which
payment will be made on a future date may be deemed a separate security.
Although a Fund is not limited to the amount of securities for which it may have
commitments to purchase on such basis, it is expected that under normal
circumstances, a Fund will not commit more than 10% of its assets to such
purchases. A Fund does not pay for the securities until received or start
earning interest on them until the contractual settlement date. In order to
invest its assets immediately, while awaiting delivery of securities purchased
on such basis, a Fund will hold cash, short-term money market instruments, U.S.
Government securities or other liquid, high grade debt securities in a
segregated account to pay for the commitment. Although the Funds do not intend
to make such purchases for speculative purposes, purchases of securities on such
bases may involve more risk than other types of purchases. For additional
information concerning these securities, see the Statement of Additional
Information.

OPTIONS ON SECURITIES: Each Fund may write (sell) covered put and call
options on securities ("Options") and purchase put and call Options on
securities that are traded on foreign and U.S. securities exchanges and over the
counter. A Fund will write such Options for the purpose of increasing its return
and/or protecting the value of its portfolio. Each Fund may also write
combinations of put and call Options on the same security, known as "straddles."
Such transactions can generate additional premium income but also present
increased risk. Each Fund may purchase put or call Options in anticipation of
declines in the value of portfolio securities or increases in the value of
securities to be acquired.

Each Fund may purchase and sell options that are traded on foreign and U.S.
exchanges, and Options traded over-the-counter with broker-dealers who deal in
these Options. The ability to terminate over-the-counter Options is more limited
than with exchange-traded Options and may involve the risk that broker-dealers
participating in such transactions will not fulfill their obligations. Each Fund
will treat assets used to cover over-the-counter Options as illiquid unless the
dealer is a primary dealer in U.S. Government securities and has given the Fund
the unconditional right to close such Options at a formula price, in which event
only an amount of the cover determined with reference to the formula will be
considered illiquid. Each Fund may also write over-the-counter options with
non-primary dealers, including foreign dealers, and will treat the assets used
to cover these options as illiquid.

Each Fund may also enter into options on the yield "spread," or yield
differential between two securities, a transaction referred to as a "yield
curve" option, for hedging and non-hedging purposes. In contrast to other types
of options a yield curve option is based on the difference between the yields of
designated securities rather than the actual prices of the individual
securities. Yield curve options written by a Fund will be "covered" but could
involve additional risks, as discussed in the Statement of Additional
Information.

OPTIONS ON STOCK INDICES: Each Fund may write (sell) covered call and put
Options and purchase call and put Options on foreign and domestic stock indices
("Options on Stock Indices"). A Fund may write such options for the purpose of
increasing its current income and/or to protect its portfolio against declines
in the value of securities it owns or increases in the value of securities to be
acquired. When a Fund writes an option on a stock index, and the value of the
index moves adversely to the holder's position, the option will not be
exercised, and the Fund will either close out the option at a profit or allow it
to expire unexercised. The Fund will thereby retain the amount of the premium,
less related transaction costs, which will increase its gross income and offset
part of the reduced value of portfolio securities or the increased cost of
securities to be acquired. Such transac-

7
<PAGE> 10

tions, however, will constitute only partial hedges against adverse price
fluctuations, since any such fluctuations will be offset only to the extent of
the premium received by the Fund for the writing of the option, less related
transaction costs. In addition, if the value of an underlying index moves
adversely to the Fund's option position, the option may be exercised, and the
Fund will experience a loss which may only be partially offset by the amount of
the premium received.

Each Fund may also purchase put or call options on stock indices in order,
respectively, to hedge its investments against a decline in value or to attempt
to reduce the risk of missing a market or industry segment advance. A Fund's
possible loss in either case will be limited to the premium paid for the option,
plus related transaction costs.

FUTURES CONTRACTS: Each Fund may enter into contracts for the purchase or
sale for future delivery of contracts based on indices of securities as such
instruments become available for trading or fixed income securities or foreign
currencies ("Futures Contracts"). Such transactions will be entered into for
hedging purposes, in order to protect a Fund's current or intended investments
from the effects of changes in interest or exchange rates, or for non-hedging
purposes to the extent permitted by applicable law. For example, in the event
that an anticipated decrease in the value of portfolio securities occurs as a
result of a decline in the dollar value of foreign currencies in which portfolio
securities are denominated or a general increase in interest rates, the adverse
effects of such changes may be offset, in whole or in part, by gains on Futures
Contracts sold by a Fund. Conversely, the adverse effects of an increase in the
cost of portfolio securities to be acquired, occurring as a result of a rise in
the dollar value of securities denominated in foreign currencies or a decline in
interest rates, may be offset, in whole or in part, by gains on Futures
Contracts purchased by a Fund. Each Fund will incur brokerage fees when it
purchases and sells Futures Contracts, and will be required to maintain margin
deposits. In addition, Futures Contracts entail risks. Although each Fund
believes that use of such contracts will benefit the Fund, if its investment
judgment about the general direction of interest or exchange rates is incorrect,
the Fund's overall performance may be poorer than if it had not entered into any
such contract and the Fund may realize a loss. Transactions entered into for
non-hedging purposes involve greater risk including the risk of losses which are
not offset by gains on other portfolio assets. Each Fund will not enter into any
Futures Contract if immediately thereafter the value of all securities and
obligations underlying such Futures Contracts would exceed 50% of the value of
its total assets.

OPTIONS ON FUTURES CONTRACTS: Each Fund may purchase and write options on
futures contracts ("Options on Futures Contracts") in order to protect against
declines in the values of portfolio securities or against increases in the cost
of securities to be acquired. Purchases of Options on Futures Contracts may
present less risk in hedging a Fund's portfolio than the purchase or sale of the
underlying Futures Contracts since the potential loss is limited to the amount
of the premium plus related transaction costs, although it may be necessary to
exercise the option to realize any profit, which results in the establishment of
a futures position. The writing of Options on Futures Contracts, however, does
not present less risk than the trading of Futures Contracts and will constitute
only a partial hedge, up to the amount of the premium received. In addition, if
an option is exercised, a Fund may suffer a loss on the transaction. Options on
Futures Contracts may also be entered into for non-hedging purposes, to the
extent permitted under applicable law, which involves greater risks and could
result in losses which are not offset by gains on other portfolio assets.

OPTIONS ON FOREIGN CURRENCIES: Each Fund may also purchase and write
options on foreign currencies ("Options on Foreign Currencies") for the purpose
of protecting against declines in the dollar value of foreign portfolio
securities and against increases in the dollar cost of foreign securities to be
acquired. As in the case of other types of options, however, the writing of an
Option on Foreign Currency will constitute only a partial hedge, up to the
amount of the premium received, and a Fund may be required to purchase or sell
foreign currencies at disadvantageous exchange rates, thereby incurring losses.
The purchase of an Option on Foreign Currency may constitute an effective hedge
against fluctuations in exchange rates although, in the event of rate movements
adverse to a Fund's position, it may forfeit the entire amount of the premium
paid for the Option plus related transaction costs. Options on Foreign
Currencies to be written or purchased by a Fund will be traded on foreign and
U.S. exchanges or over-the-counter.

FORWARD CONTRACTS: Each Fund may enter into forward foreign currency
exchange contracts for the purchase or sale of a fixed quantity of a foreign
currency at a future date at a price set at the time of the contract ("Forward
Contracts"). Each Fund may enter into Forward Contracts for hedging purposes as
well as for the non-hedging purpose of increasing the Fund's current income. By
entering into transactions in Forward Contracts, however, a Fund may be required
to forego the benefits of advantageous changes in exchange rates and, in the
case of Forward Contracts entered into for non-hedging purposes, the Fund may
sustain losses which will reduce its gross income. Such transactions, therefore,
could be considered speculative. Forward Contracts are traded over-the-counter,
and not on organized commodities or securities exchanges. As a result, such
contracts operate in a manner distinct from exchange-traded instruments, and
their use involves certain risks beyond those associated with transactions in
Futures Contracts or options traded on exchanges. A Fund may also enter

8
<PAGE> 11
into a Forward Contract on one currency in order to hedge against risk of loss
arising from fluctuations in the value of a second currency (referred to as a
"cross hedge") if, in the judgment of the Adviser or the Sub-Adviser, a
reasonable degree of correlation can be expected between movements in the values
of the two currencies. Each Fund has established procedures consistent with
statements of the SEC and its staff regarding the use of Forward Contracts by
registered investment companies, which requires use of segregated assets or
"cover" in connection with the purchase and sale of such contracts.

SWAPS AND RELATED TRANSACTIONS: As one way of managing its exposure to
different types of investments, each Fund may enter into interest rate swaps,
currency swaps and other types of available swap agreements, such as caps,
collars and floors. Swaps involve the exchange by a Fund with another party of
cash payments based upon different interest rate indices, currencies and other
prices or rates, such as the value of mortgage prepayment rates. For example, in
the typical interest rate swap, a Fund might exchange a sequence of cash
payments based on a floating rate index for cash payments based on a fixed rate.
Payments made by both parties to a swap transaction are based on a principal
amount determined by the parties.

Each Fund may also purchase and sell caps, floors and collars. In a typical
cap or floor agreement, one party agrees to make payments only under specified
circumstances, usually in return for payment of a fee by the counterparty. For
example, the purchase of an interest rate cap entitles the buyer, to the extent
that a specified index exceeds a predetermined interest rate, to receive
payments of interest on a contractually-based principal amount from the
counterparty selling such interest rate cap. The sale of an interest rate floor
obligates the seller to make payments to the extent that a specified interest
rate falls below an agreed-upon level. A collar arrangement combines elements of
buying a cap and selling a floor.

Swap agreements will tend to shift a Fund's investment exposure from one
type of investment to another. For example, if a Fund agreed to exchange
payments in dollars for payments in foreign currency, in each case based on a
fixed rate, the swap agreement would tend to decrease the Fund's exposure to
U.S. interest rates and increase its exposure to foreign currency and interest
rates. Caps and floors have an effect similar to buying or writing options.

Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks assumed.
As a result, swaps can be highly volatile and may have a considerable impact on
a Fund's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. A Fund may also suffer losses if
it is unable to terminate outstanding swap agreements or reduce its exposure
through offsetting transactions.

Swaps, caps, floors and collars are highly specialized activities which
involve certain risks. See the Statement of Additional Information for more
information on, and the risks involved in, these activities.

PORTFOLIO TRADING: While it is not generally each Fund's policy to invest
or trade for short-term profits, each Fund may dispose of a portfolio security
whenever the Adviser or the Sub-Adviser is of the opinion that such security no
longer has an appropriate appreciation potential or when another security
appears to offer relatively greater appreciation potential. Portfolio changes
are made without regard to the length of time a security has been held, or
whether a sale would result in a profit or loss. Therefore, the rate of
portfolio turnover is not a limiting factor when a change in the portfolio is
otherwise appropriate. It is anticipated that each Fund's portfolio turnover
rate will not exceed 300% during the Fund's first fiscal year. Because each Fund
is expected to have a portfolio turnover rate of over 100%, transaction costs
incurred by each Fund and realized capital gains and losses of each Fund may be
greater than that of a fund with a lesser portfolio turnover rate.

The primary consideration in placing portfolio security transactions is
execution at the most favorable prices. Consistent with the foregoing primary
consideration, the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (the "NASD") and such other policies as the Trustees
may determine, the Adviser may consider sales of shares of the Funds and of the
other investment company clients of MFD, the Funds' distributor, as a factor in
the selection of broker-dealers to execute the Funds' portfolio transactions.
From time to time, the Adviser and the Sub-Adviser may direct certain portfolio
transactions to broker-dealer firms which, in turn, have agreed to pay a portion
of a Fund's operating expenses (e.g., fee charged by the custodian of the Fund's
assets). For a further discussion of portfolio trading, see the Statement of
Additional Information.
--------------------------------------------------------------------------------
5. RISK FACTORS

FOREIGN SECURITIES: Transactions involving foreign equity or debt
securities or foreign currencies, and transactions entered into in foreign
countries, involve considerations and risks not typically associated with
investing in U.S. markets. These include changes in currency rates, exchange
control regulations, governmental administration or economic or monetary policy
(in the U.S. or abroad) or circumstances in dealings between nations.

9
<PAGE> 12

Costs may be incurred in connection with conversions between various
currencies. Each Fund may invest up to 100% of its assets in foreign securities
which are not traded on a U.S. exchange. Special considerations may also
include more limited information about foreign issuers, higher brokerage and
custody costs, different or less stringent accounting standards and thinner
trading markets. Foreign securities markets may also be less liquid, more
volatile and less subject to government supervision than in the U.S.
Investments in foreign countries could be affected by other factors including
expropriation, confiscatory taxation and potential difficulties in enforcing
contractual obligations and could be subject to extended settlement periods.

EMERGING MARKETS: The risks of investing in foreign securities may be
intensified in the case of investments in emerging markets. Securities of many
issuers in emerging markets may be less liquid and more volatile than securities
of comparable domestic issuers. Emerging markets also have different clearance
and settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when a portion of the assets of a
Fund is uninvested and no return is earned thereon. The inability of a Fund to
make intended security purchases due to settlement problems could cause the Fund
to miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to the Fund due to
subsequent declines in value of the portfolio security, a decrease in the level
of liquidity in the Fund's portfolio, or, if the Fund has entered into a
contract to sell the security, in possible liability to the purchaser. Certain
markets may require payment for securities before delivery, and in such markets
the Funds bear the risk that the securities will not be delivered and that the
Funds' payments will not be returned. Securities prices in emerging markets can
be significantly more volatile than in the more developed nations of the world,
reflecting the greater uncertainties of investing in less established markets
and economies. In particular, countries with emerging markets may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership, or prohibitions of repatriation
of assets, and may have less protection of property rights than more developed
countries. The economies of countries with emerging markets may be predominantly
based on only a few industries, may be highly vulnerable to changes in local or
global trade conditions, and may suffer from extreme and volatile debt burdens
or inflation rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of substantial holdings difficult
or impossible at times. Securities of issuers located in countries with emerging
markets may have limited marketability and may be subject to more abrupt or
erratic price movements.

Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
emerging market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. A Fund could be
adversely affected by a delay in obtaining a grant of, or a refusal to grant,
any required governmental approval for repatriation of capital, as well as by
the application to the Fund of any restrictions on investments.

Investment in certain foreign emerging market debt obligations may be
restricted or controlled to varying degrees. These restrictions or controls may
at times preclude investment in certain foreign emerging market debt obligations
and increase the expenses of a Fund. See the Statement of Additional Information
for a further discussion of emerging markets securities as well as the
associated risks.

ALLOCATION AMONG EMERGING MARKETS: Each Fund may allocate all or a portion
of its investments in emerging market securities among the emerging markets of
Latin America, Asia, Africa, the Middle East and the developing countries of
Europe, primarily in Eastern Europe. Each Fund will allocate its investments
among these emerging markets in accordance with the Adviser's and the
Sub-Adviser's determination as to the allocation most appropriate with respect
to the Fund's investment objective and policies. Each Fund may invest its assets
allocated to investment in emerging markets without limitation in any particular
region, and, in accordance with the Adviser's and the Sub-Adviser's investment
discretion, at times may invest all of its assets allocated to investment in
emerging markets in securities of emerging market issuers located in a single
region (e.g., Latin America). To the extent that a Fund's investments are
concentrated in one or a few emerging market regions, the Fund's investment
performance correspondingly will be more dependent upon the economic, political
and social conditions and changes in those regions. The ability of a Fund to
allocate its investments among emerging market regions without restriction may
have the effect of increasing the volatility of the Fund, as compared to a fund
which limits such allocations.

INVESTMENTS IN ONE OR A LIMITED NUMBER OF COUNTRIES: Each Fund will seek
to reduce risk by investing its assets in a number of markets and issuers.
However, each Fund may invest up to 50% of its net assets in issuers located in
a single country. To the extent that a Fund invests a significant portion of its
assets in a single or limited number of countries, the Fund's investment
performance correspondingly will be more dependent upon the economic, political
and social conditions and changes in that country or countries, and the risks

10
<PAGE> 13

associated with investments in such country or countries will be particularly
significant. The ability of a Fund to focus its investments in one or a limited
number of countries may have the effect of increasing the volatility of that
Fund.

EMERGING GROWTH COMPANIES: Each Fund may invest in securities of emerging
growth companies, including established companies. Investing in emerging growth
companies involves greater risk than is customarily associated with investing in
more established companies. Emerging growth companies often have limited product
lines, markets or financial resources, and they may be dependent on one-person
management. The securities of emerging growth companies may have limited
marketability and may be subject to more abrupt or erratic market movements than
securities of larger, more established companies or the market averages in
general. Similarly, many of the securities offering the capital appreciation
sought by the Funds will involve a higher degree of risk than would established
growth stocks.

FOREIGN CURRENCIES: Because each Fund may invest up to 100% of its asset in
securities denominated in currencies other than the U.S. dollar, and because
each Fund may hold foreign currencies, the value of a Fund's investments, and
the value of dividends and interest earned by a Fund, may be significantly
affected by changes in currency exchange rates. Some foreign currency values may
be volatile, and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets, which could adversely
affect the Funds. Although the Adviser and Sub-Adviser may attempt to manage
currency exchange rate risks, there is no assurance that the Adviser and Sub-
Adviser will do so at an appropriate time or that the Adviser and Sub-Adviser
will be able to predict exchange rates accurately. For example, if the Adviser
and Sub-Adviser hedge a Fund's exposure to a foreign currency, and that
currency's value rises, the Fund will lose the opportunity to participate in the
currency's appreciation. Each Fund may hold foreign currency received in
connection with investments in foreign securities, and enter into Forward
Contracts, Futures Contracts and Options on Foreign Currencies when, in the
judgment of the Adviser or Sub-Adviser, it would be beneficial to convert such
currency into U.S. dollars at a later date, based on anticipated changes in the
relevant exchange rates. While the holding of foreign currencies will permit a
Fund to take advantage of favorable movements in the applicable exchange rate,
it also exposes the Fund to risk of loss if such rates move in a direction
adverse to the Fund's position. Such losses could also adversely affect the
Fund's hedging strategies. See the Statement of Additional Information for
further discussion of the holding of foreign currencies as well as the
associated risks.

FIXED INCOME SECURITIES: To the extent a Fund invests in fixed income
securities, the net asset value of the Fund may change as the general levels of
interest rates fluctuate. When interest rates decline, the value of fixed income
securities can be expected to rise. Conversely, when interest rates rise, the
value of fixed income securities can be expected to decline. Each Fund is
subject to no restrictions on the maturities of the fixed income securities it
holds. A Fund's investments in fixed income securities with longer terms to
maturity are subject to greater volatility than the Fund's shorter-term
obligations.

LOWER RATED FIXED INCOME SECURITIES: Fixed income securities in which each
Fund may invest may be rated Baa by Moody's or BBB by S&P or Fitch (and
comparable unrated securities). For a description of these and other rating
categories, see Appendix A. These securities, while normally exhibiting adequate
protection parameters, have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than in the case of higher grade fixed
income securities.

Each Fund may also invest in fixed income securities rated Ba or lower by
Moody's or BB or lower by S&P or Fitch (and comparable unrated securities). No
minimum rating standard is required by any Fund. These securities are considered
speculative and, while generally providing greater yield than investments in
higher rated securities, will involve greater risk of principal and income
(including the possibility of default or bankruptcy of the issuers of such
securities) and may involve greater volatility of price (especially during
periods of economic uncertainty or change) than securities in the higher rating
categories and because yields vary over time, no specific level of income can
ever be assured. These lower rated high yielding fixed income securities
generally tend to be affected by economic changes (and the outlook for economic
growth), short-term corporate and industry developments and the market's
perception of their credit quality (especially during times of adverse
publicity) to a greater extent than higher rated securities, which react
primarily to fluctuations in the general level of interest rates (although these
lower rated securities are also affected by changes in interest rates as
described below). In the past, economic downturns or an increase in interest
rates have, under certain circumstances, caused a higher incidence of default by
the issuers of these securities and may do so in the future, especially in the
case of highly leveraged issuers. During certain periods, the higher yields on a
Fund's lower rated high yielding fixed income securities are paid primarily
because of the increased risk of loss of principal and income, arising from such
factors as the heightened possibility of default or bankruptcy of the issuers of
such securities. Due to the fixed income payments of these securities, a Fund
may continue to earn the same level of interest income while its net asset

11
<PAGE> 14

value declines due to portfolio losses, which could result in an increase in the
Fund's yield despite the actual loss of principal. The prices for these
securities may be affected by legislative and regulatory developments. The
market for these lower rated fixed income securities may be less liquid than the
market for investment grade fixed income securities. Furthermore, the liquidity
of these lower rated securities may be affected by the market's perception of
their credit quality. Therefore, the Adviser's and the Sub-Adviser's judgment
may at times play a greater role in valuing these securities than in the case of
investment grade fixed income securities, and it also may be more difficult
during times of certain adverse market conditions to sell these lower rated
securities to meet redemption requests or to respond to changes in the market.

While the Adviser and the Sub-Adviser may refer to ratings issued by
established credit rating agencies, it is not any Fund's policy to rely
exclusively on ratings issued by these rating agencies, but rather to supplement
such ratings with the Adviser's and the Sub-Adviser's own independent and
ongoing review of credit quality. A Fund's achievement of its investment
objective may be more dependent on the Adviser's and the Sub-Adviser's own
credit analysis than in the case of an investment company primarily investing in
higher quality fixed income securities.

Since shares of each Fund represent an investment in securities with
fluctuating market prices, shareholders should understand that the value of
shares of the Fund will vary as the aggregate value of the portfolio securities
of the Fund increases or decreases. However, changes in the value of securities
subsequent to their acquisition will not affect cash or yield to maturity to a
Fund.

TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS AND FORWARD CONTRACTS: Although
each Fund may enter into transactions in Options, Options on Stock Indices,
Forward Contracts, Futures Contracts, Options on Futures Contracts and Options
on Foreign Currencies for hedging purposes, such transactions nevertheless
involve certain risks. For example, a lack of correlation between the instrument
underlying an Option or Futures Contract and the assets being hedged, or
unexpected adverse price movements, could render a Fund's hedging strategy
unsuccessful and could result in losses. Each Fund also may enter into
transactions in Options, Options on Stock Indices, Forward Contracts, Futures
Contracts and Options on Futures Contracts for other than hedging purposes, to
the extent permitted by applicable law, which involves greater risk. In
particular, such transactions may result in losses for a Fund which are not
offset by gains on other portfolio positions, thereby reducing gross income.
There also can be no assurance that a liquid secondary market will exist for any
contract purchased or sold, and a Fund may be required to maintain a position
until exercise or expiration, which could result in losses. The Statement of
Additional Information contains a description of the nature and trading
mechanics of Options, Options on Stock Indices, Futures Contracts, Options on
Futures Contracts, Forward Contracts and Options on Foreign Currencies, and
includes a discussion of the risks related to transactions therein.

Transactions in Forward Contracts may be entered into only in the
over-the-counter market. Futures Contracts and Options on Futures Contracts may
be entered into on U.S. exchanges regulated by the Commodity Futures Trading
Commission and on foreign exchanges. In addition, the securities underlying
Options and Futures Contracts traded by a Fund will include U.S. Government
securities as well as foreign securities.

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

The Statement of Additional Information includes a discussion of investment
policies and a listing of specific investment restrictions which govern each
Fund's investment policies. The specific investment restrictions listed in the
Statement of Additional Information may be changed without shareholder approval
unless otherwise indicated. See "Investment Policies and Restrictions" in the
Statement of Additional Information.

Each Fund's investment limitations, policies and rating standards are
adhered to at the time of purchase or utilization of assets; a subsequent change
in circumstances will not be considered to result in a violation of policy.

12
<PAGE> 15

--------------------------------------------------------------------------------
<TABLE>
6. MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER -- The Adviser manages each Fund pursuant to separate
Investment Advisory Agreements, each dated September 1, 1995 (the "Advisory
Agreements"). The Adviser provides each Fund with overall investment advisory
and administrative services, as well as general office facilities. Subject to
such policies as the Trustees may determine, the Adviser makes investment
decisions for each Fund. For its services and facilities, the Adviser receives
an annual management fee computed and paid monthly, in an amount equal to the
following annual rates of the average daily net assets of each Fund:

<CAPTION>
PERCENTAGE OF THE
AVERAGE
DAILY NET ASSETS
FUND OF EACH FUND
-------------------------- ------------------------
<S> <C>
International Growth
Fund.................... 0.975% of the first $500
million and 0.925%
thereafter
International Growth and
Income Fund............. 0.975% of the first $500
million and 0.925%
thereafter
Emerging Markets Equity
Fund.................... 1.25%
</TABLE>

These management fees are greater than the fees paid by most funds, but are
comparable to fees paid by funds having similar investment objectives and
policies. MFS also serves as investment adviser to each of the other funds in
the MFS Family of Funds (the "MFS Funds"), currently 50 funds, and to MFS(R)
Municipal Income Trust, MFS Multimarket Income Trust, MFS Government Markets
Income Trust, MFS Intermediate Income Trust, MFS Charter Income Trust, MFS
Special Value Trust, MFS Union Standard Trust, MFS Institutional Trust, MFS
Variable Insurance Trust, MFS/Sun Life Series Trust, Sun Growth Variable Annuity
Trust, Inc. and seven variable accounts, each of which is a registered
investment company established by Sun Life Assurance Company of Canada (U.S.)
("Sun Life of Canada (U.S.)") in connection with the sale of various
fixed/variable annuity contracts. MFS and its wholly owned subsidiary, MFS Asset
Management, Inc., provide investment advice to substantial private clients.

MFS is America's oldest mutual fund organization. MFS and its predecessor
organizations have a history of money management dating from 1924 and the
founding of the first mutual fund in the U.S., Massachusetts Investors Trust.
Net assets under the management of the MFS organization were approximately $38.4
billion on behalf of approximately 1.7 million investor accounts as of July 31,
1995. As of such date, the MFS organization managed approximately $14.8 billion
of assets in equity securities, approximately $19.2 billion of assets invested
in fixed income funds and fixed income portfolios and approximately $3.1 billion
of assets in foreign securities. MFS is a subsidiary of Sun Life of Canada
(U.S.), which in turn is a subsidiary of Sun Life Assurance Company of Canada
("Sun Life"). The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames,
Arnold D. Scott, John D. McNeil and John R. Gardner. Mr. Brodkin is the
Chairman, Mr. Shames is the President and Mr. Scott is the Secretary and a
Senior Executive Vice President of MFS. Messrs. McNeil and Gardner are the
Chairman and President, respectively, of Sun Life. Sun Life, a mutual life
insurance company, is one of the largest international life insurance companies
and has been operating in the U.S. since 1895, establishing a headquarters
office here in 1973. The executive officers of MFS report to the Chairman of Sun
Life.

A. Keith Brodkin, the Chairman of MFS, is also the Chairman and President
of the Trust. W. Thomas London, Stephen E. Cavan, James O. Yost and James R.
Bordewick, Jr., all of whom are officers of MFS, are officers of the Trust.

FCM -- Each Advisory Agreement permits the Adviser from time to time to
engage one or more sub-advisers to assist in the performance of its services.
Pursuant to each Advisory Agreement, the Adviser has engaged Foreign & Colonial
Management Ltd., a company incorporated under the laws of England and Wales
("FCM"), located at Exchange House, Primrose Street, London EC2A 2NY, United
Kingdom, as sub-adviser to render advisory services to the Funds. FCM is a
wholly owned subsidiary of Hypo Foreign & Colonial Management (Holdings) Ltd.
("Hypo F&C"). Fifty percent of the outstanding voting securities of Hypo F&C is
owned by each of (i) Pountney Hill Holdings Ltd, which is wholly owned by five
closed-end, publicly listed investment trusts managed by FCM, including Foreign
& Colonial Investment Trust PLC, and (ii) Hypo (U.K.) Holdings Ltd., which is a
wholly owned subsidiary of HYPO-BANK (Bayerische Hypotheken-und Wechsel-Bank
AG), the oldest publicly listed, and fifth largest, commercial bank in Germany,
founded in 1835. FCM has a history of money management dating from 1868 and the
establishment of the world's oldest closed-end fund, Foreign & Colonial
Investment Trust PLC. As of July 31, 1995, FCM managed approximately U.S.$18
billion of assets, including approximately U.S.$12 billion of assets in equity
securities and approximately U.S.$6 billion of assets in fixed income
securities.

Under separate Sub-Advisory Agreements between the Adviser and FCM, each
dated September 1, 1995 (the "Sub-Advisory Agreements"), the Adviser may
delegate to FCM the authority to make investment decisions for each Fund. It is
presently intended that FCM will provide portfolio management services for all
of the assets of the International Growth Fund and the Emerging Markets Equity
Fund and for the equity portion of the assets of

13
<PAGE> 16

the International Growth and Income Fund. For its services, the Adviser pays FCM
a management fee, computed and paid monthly, in an amount equal to 0.80% and
1.00% of the average daily net assets of the International Growth Fund and the
Emerging Markets Equity Fund, respectively, on an annualized basis and 0.75% of
the average daily net assets managed by FCM of the International Growth and
Income Fund on an annualized basis. The Adviser and FCM have agreed to cooperate
in distributing, advising and managing investment products throughout the world.
In this arrangement they anticipate that certain expenses and revenues relating
to their cooperative activities, including investment advisory fees received
from the Funds and certain expenses incurred by MFS, FCM and their affiliates
attributable to their services to the Funds, will be shared.

FCEM -- Each Sub-Advisory Agreement permits FCM from time to time to engage
one or more sub-advisers to assist in the performance of its services. Pursuant
to each Sub-Advisory Agreement, FCM has engaged Foreign & Colonial Emerging
Markets Limited, a company incorporated under the laws of England and Wales
("FCEM"), located at Exchange House, Primrose Street, London EC2A 2NY, United
Kingdom, as sub-adviser to render advisory services to the Funds. FCEM is a
subsidiary of FCM. FCEM serves as the investment adviser to public closed-end
and open-end funds and segregated accounts specializing in emerging markets. As
of July 31, 1995, FCEM managed approximately U.S.$3 billion of assets invested
in emerging markets.

Under separate Sub-Advisory Agreements between FCM and FCEM, each dated
September 1, 1995, FCM may delegate to FCEM the authority to make investment
decisions for each Fund. It is presently intended that FCEM will provide
portfolio management services for the portion of the assets of the Funds
invested in emerging markets securities. For its services, FCM pays FCEM a
management fee, computed and paid monthly, in an amount equal to 1.00% of the
average daily net assets managed by FCEM of each Fund on an annualized basis.

STRATEGIC ALLIANCE -- The sub-advisory services provided by the Sub-Adviser
to the Funds are part of a strategic alliance between MFS and FCM. As part of
this alliance, the portfolio managers and investment analysts of MFS and FCM
will share their views on a variety of investment related issues, such as the
economy, securities markets, portfolio securities and their issuers, investment
recommendations, strategies and techniques, risk analysis, trading strategies
and other portfolio management matters. MFS will have access to the extensive
international equity investment expertise of FCM, and FCM will have access to
the extensive U.S. equity investment expertise of MFS. One or more MFS
investment analysts are expected to work for an extended period with FCM
portfolio managers and investment analysts at their offices in London. In
return, one or more FCM employees are expected to work in a similar manner at
MFS' Boston offices.

In certain instances there may be securities which are suitable for a
Fund's portfolio as well as for portfolios of other clients of MFS or clients of
FCM. Some simultaneous transactions are inevitable when several clients receive
investment advice from MFS and FCM, particularly when the same security is
suitable for more than one client. While in some cases this arrangement could
have a detrimental effect on the price or availability of the security as far as
a Fund is concerned, in other cases it may produce increased investment
opportunities for the Fund.

PORTFOLIO MANAGERS -- The identity and background of the portfolio managers
for each Fund is set forth below. Each of the following portfolio managers has
acted in that capacity since the commencement of investment operations of each
Fund:

International Growth Fund -- R. Stewart Edgar, Director of the European
Desk of FCM, and Jonathan Sharpe, an Assistant Director and an Investment
Manager of FCM, are the Fund's portfolio managers. Mr. Edgar has been
employed by FCM since 1993 before which he served as a Director of the
European Desk at HD International Ltd. since 1990. Mr. Sharpe has been
employed by FCM since 1990.

International Growth and Income Fund -- Chilton Thomson, Chief Investment
Officer of FCM, Atul Patel, Assistant Director and Global Funds Manager of
FCM, and Richard O. Hawkins, a Senior Vice President of the Adviser, are
the Fund's portfolio managers. Mr. Thomson has been employed by FCM since
1994 before which he was employed by Bankers Trust Investment Management as
Chief International Investment Officer since 1992 and by Gartmore
Investment Management as International Director since 1989. Mr. Patel has
been employed by FCM since 1994 before which he was employed by Bankers
Trust Investment Management as Investment Manager since 1992 and by
Gartmore Investment Management as Global Fund Manager since 1990. Mr.
Hawkins has been employed by the Adviser since 1988.

Emerging Markets Equity Fund -- Dr. Arnab Kumar Banerji, Chief Investment
Officer of FCEM, is the Fund's portfolio manager. Dr. Banerji has been
employed by FCEM since 1993 before which he served as Joint Head of
Emerging Markets for Citibank Global Asset Management since 1989.

DISTRIBUTOR -- MFD, a wholly owned subsidiary of MFS, is the distributor of
shares of each Fund and also serves as distributor of each of the other MFS
Funds.

14
<PAGE> 17
SHAREHOLDER SERVICING AGENT -- MFS Service Center, Inc. (the "Shareholder
Servicing Agent"), a wholly owned subsidiary of MFS, performs transfer agency
and certain other services for each Fund.

--------------------------------------------------------------------------------
7. INFORMATION CONCERNING SHARES OF THE FUNDS

PURCHASES

It is anticipated that each Fund will commence offering its shares to the
public on or about October 24, 1995. Shares of each Fund are sold continuously
to the public. It is anticipated, however, that on or about November 3, 1995
each Fund will cease offering its shares to new investors (except for existing
shareholders of the relevant Fund and participants contributing to retirement
plans qualified under Section 401(a) or 403(b) of the Internal Revenue Code of
1986, as amended) for a period of time.

Shares of the Funds may be purchased at the public offering price through
any dealer and other financial institutions ("dealers") having a selling
agreement with MFD. Dealers may also charge their customers fees relating to
investments in the Funds.

Each Fund offers two classes of shares (Class A and B shares) which bear
sales charges and distribution fees in different forms and amounts, as described
below:

CLASS A SHARES: Class A shares are generally offered at net asset value
plus an initial sales charge, but in certain cases are offered at net asset
value without an initial sales charge but subject to a CDSC.

<TABLE>
PURCHASES SUBJECT TO INITIAL SALES CHARGE. Class A shares of each Fund are
offered at net asset value plus an initial sales charge as follows:

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

<CAPTION>
SALES CHARGE* AS
PERCENTAGE OF: DEALER ALLOWANCE
--------------------------- AS A PERCENTAGE
NET AMOUNT OF OFFERING
AMOUNT OF PURCHASE OFFERING PRICE INVESTED PRICE
---------------------------------- ---------- ----------------
<S> <C> <C> <C>
Less than
$100,000.......... 4.75% 4.99% 4.00%
$100,000 but less
than $250,000..... 4.00 4.17 3.20
$250,000 but less
than $500,000..... 2.95 3.04 2.25
$500,000 but less
than $1,000,000... 2.20 2.25 1.70
$1,000,000 or
more.............. None** None** See Below**
<FN>

---------------
* Because of rounding in the calculation of offering price, actual sales
charges may be more or less than those calculated using the percentages above
(see the Statement of Additional Information).
** A CDSC will apply to such purchases, as discussed below.
</TABLE>

MFD allows discounts to dealers (which are alike for all dealers) from the
applicable public offering price, as shown in the above table. In the case of
the maximum sales charge, the dealer retains 4% and MFD retains approximately
3/4 of 1% of the public offering price. The sales charge may vary depending on
the number of shares of a Fund as well as certain other MFS funds in the MFS
Family of Funds (the "MFS Funds") owned or being purchased, the existence of an
agreement to purchase additional shares during a 13-month period (or 36-month
period for purchases of $1 million or more) or other special purchase programs.
A description of the Right of Accumulation, Letter of Intent and Group Purchase
privileges by which the sales charge may be reduced is set forth in the
Statement of Additional Information.

PURCHASES SUBJECT TO A CDSC (but not subject to an initial sales charge).
In the following two circumstances, Class A shares of each Fund are also offered
at net asset value without an initial sales charge but subject to a CDSC, equal
to 1% of the lesser of the value of the shares redeemed (exclusive of reinvested
dividend and capital gain distributions) or the total cost of such shares, in
the event of a share redemption within 12 months following the purchase:

(i) on investments of $1 million or more in Class A shares; and

(ii) on investments in Class A shares by certain retirement plans subject
to the Employee Retirement Income Security Act of 1974, as amended, if
the sponsoring organization demonstrates to the satisfaction of MFD
that either (a) the employer has at least 25 employees or (b) the
aggregate purchases by the retirement plan of Class A shares of the
MFS Funds will be in an amount of at least $250,000 within a
reasonable period of time, as determined by MFD in its sole
discretion.

In the case of such purchases, MFD will pay a commission to dealers who
initiate and are responsible for purchases of $5 million or more as follows: 1%
on sales up to $5 million, plus 0.25% on the amount in excess of $5 million.
Purchases of $1 million or more for each shareholder account will be aggregated
over a 12-month period (commencing from the date of the first such purchase) for
purposes of determining the level of commissions to be paid during the period
with respect to such account. In addition, with respect to sales to retirement
plans under the second circumstance described above, MFD may pay a commission,
on sales in excess of $5 million to certain retirement plans, of 1% to certain
dealers which, at MFD's invitation, enter into an agreement with MFD in which
the dealer agrees to return any commission paid to it on the sale (or on a pro
rata portion thereof) if the shareholder redeems his or her shares within a
period of time after purchase as specified by MFD.

See "Redemptions and Repurchases -- Contingent Deferred Sales Charge" for
further discussion of the CDSC.

15
<PAGE> 18

WAIVERS OF INITIAL SALES CHARGE AND CDSC. In certain circumstances, the
initial sales charge imposed upon purchases of Class A shares and the CDSC
imposed upon redemptions of Class A shares is waived. These circumstances are
described in Annex A to this Prospectus.

<TABLE>
CLASS B SHARES: Class B shares of each Fund are offered at net asset value
without an initial sales charge but subject to a CDSC upon redemption as
follows:

<CAPTION>
YEAR OF CONTINGENT
REDEMPTION DEFERRED SALES
AFTER PURCHASE CHARGE
--------------- --------------
<S> <C>
First................................... 4%
Second.................................. 4%
Third................................... 3%
Fourth.................................. 3%
Fifth................................... 2%
Sixth................................... 1%
Seventh and following................... 0%
</TABLE>

<TABLE>
For Class B shares purchased prior to January 1, 1993, the CDSC imposed
upon redemption is as follows:

<CAPTION>
YEAR OF CONTINGENT
REDEMPTION DEFERRED SALES
AFTER PURCHASE CHARGE
--------------- --------------
<S> <C>
First................................... 6%
Second.................................. 5%
Third................................... 4%
Fourth.................................. 3%
Fifth................................... 2%
Sixth................................... 1%
Seventh and following................... 0%
</TABLE>

The CDSC imposed is assessed against the lesser of the value of the shares
redeemed (exclusive of reinvested dividends and capital gain distributions) or
the total cost of such shares. No CDSC is assessed against shares acquired
through the automatic reinvestment of dividends or capital gain distributions.

MFD will pay commissions to dealers of 3.75% of the purchase price of Class
B shares purchased through dealers. MFD will also advance to dealers the first
year service fee payable under each Fund's Class B Distribution Plan (see
"Distribution Plans" below) at a rate equal to 0.25% of the purchase price of
such shares. Therefore, the total amount paid to a dealer upon the sale of Class
B shares is 4% of the purchase price of the shares (commission rate of 3.75%
plus a service fee equal to 0.25% of the purchase price).

See "Redemptions and Repurchases -- Contingent Deferred Sales Charge" for
further discussion of the CDSC.

WAIVERS OF CDSC. In certain circumstances, the CDSC imposed upon
redemption of Class B shares is waived. These circumstances are described in
Annex A to this Prospectus.

CONVERSION OF CLASS B SHARES. Class B shares of each Fund that remain
outstanding for approximately eight years will convert to Class A shares of the
same Fund. Shares purchased through the reinvestment of distributions paid in
respect of Class B shares will be treated as Class B shares for purposes of the
payment of the distribution and service fees under the Distribution Plan
applicable to Class B shares. See "Distribution Plans" below. However, for
purposes of conversion to Class A shares, all shares in a shareholder's account
that were purchased through the reinvestment of dividends and distributions paid
in respect of Class B shares (and which have not converted to Class A shares as
provided in the following sentence) will be held in a separate sub-account. Each
time any Class B shares in the shareholder's account (other than those in the
sub-account) convert to Class A shares, a portion of the Class B shares then in
the sub-account will also convert to Class A shares. The portion will be
determined by the ratio that the shareholder's Class B shares not acquired
through reinvestment of dividends and distributions that are converting to Class
A shares bear to the shareholder's total Class B shares not acquired through
reinvestment. The conversion of Class B shares to Class A shares is subject to
the continuing availability of a ruling from the Internal Revenue Service or an
opinion of counsel that such conversion will not constitute a taxable event for
federal tax purposes. There can be no assurance that such ruling or opinion will
be available, and the conversion of Class B shares to Class A shares will not
occur if such ruling or opinion is not available. In such event, Class B shares
would continue to be subject to higher expenses than Class A shares for an
indefinite period.

GENERAL: The following information applies to purchases of each class of
each Fund's shares.

MINIMUM INVESTMENT. Except as described below, the minimum initial
investment is $1,000 per account and the minimum additional investment is $50
per account. Accounts being established for monthly automatic investments and
under payroll savings programs and tax-deferred retirement programs (other than
IRAs) involving the submission of investments by means of group remittal
statements are subject to a $50 minimum on initial and additional investments
per account. The minimum initial investment for IRAs is $250 per account and the
minimum additional investment is $50 per account. Accounts being established for
participation in the Automatic Exchange Plan are subject to a $50 minimum on
initial and additional investments per account. There are also other limited
exceptions to these minimums for certain tax-deferred retirement programs. Any
minimums may be changed at any time at the discretion of MFD. Each Fund reserves
the right to cease offering its shares at any time.

RIGHT TO REJECT PURCHASE ORDERS/MARKET TIMING. Purchases and exchanges
should be made for investment purposes only. Each Fund and MFD reserve the right
to reject any specific purchase order or to restrict purchases by a particular
purchaser (or group of

16
<PAGE> 19

related purchasers). Each Fund or MFD may reject or restrict any purchases by a
particular purchaser or group, for example, when such purchase is contrary to
the best interests of the Fund's other shareholders or otherwise would disrupt
the management of the Fund.

MFD may enter into an agreement with shareholders who intend to make
exchanges among certain classes of shares of certain MFS Funds (as determined by
MFD) which follow a timing pattern, and with individuals or entities acting on
such shareholders' behalf (collectively, "market timers"), setting forth the
terms, procedures and restrictions with respect to such exchanges. In the
absence of such an agreement, it is the policy of each Fund and MFD to reject or
restrict purchases by market timers if (i) more than two exchange purchases are
effected in a timed account in the same calendar quarter or (ii) a purchase
would result in shares being held in timed accounts by market timers
representing more than (x) one percent of a Fund's net assets or (y) specified
dollar amounts in the case of certain MFS Funds which may include a Fund and
which may change from time to time. Each Fund and MFD reserve the right to
request market timers to redeem their shares at net asset value, less any
applicable CDSC, if either of these restrictions is violated.

DEALER CONCESSIONS. Dealers may receive different compensation with
respect to sales of Class A and Class B shares. In addition, from time to time,
MFD may pay dealers 100% of the applicable sales charge on sales of Class A
shares of certain specified MFS Funds sold by such dealer during a specified
sales period. In addition, MFD or its affiliates may, from time to time, pay
dealers an additional commission equal to 0.50% of the net asset value of all of
the Class B shares of certain specified MFS Funds sold by such dealer during a
specified sales period. In addition, from time to time, MFD, at its expense, may
provide additional commissions, compensation or promotional incentives
("concessions") to dealers which sell shares of a Fund. Such concessions
provided by MFD may include financial assistance to dealers in connection with
preapproved conferences or seminars, sales or training programs for invited
registered representatives, payment for travel expenses, including lodging,
incurred by registered representatives for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
MFS Funds, and/or other dealer-sponsored events. From time to time, MFD may make
expense reimbursements for special training of a dealer's registered
representatives in group meetings or to help pay the expenses of sales contests.
Other concessions may be offered to the extent not prohibited by state laws or
any self-regulatory agency, such as the NASD.

SPECIAL INVESTMENT PROGRAMS. For shareholders who elect to participate in
certain investment programs (e.g., the Automatic Investment Plan) or other
shareholder services, MFD or its affiliates may either (i) give a gift of
nominal value, such as a hand-held calculator, or (ii) make a nominal charitable
contribution on their behalf.

RESTRICTIONS ON ACTIVITIES OF NATIONAL BANKS. The Glass-Steagall Act
prohibits national banks from engaging in the business of underwriting, selling
or distributing securities. Although the scope of the prohibition has not been
clearly defined, MFD believes that such Act should not preclude banks from
entering into agency agreements with MFD. If, however, a bank were prohibited
from so acting, the Trustees would consider what actions, if any, would be
necessary to continue to provide efficient and effective shareholder services in
respect of shareholders who invested in a Fund through a national bank. It is
not expected that shareholders would suffer any adverse financial consequence as
a result of these occurrences. In addition, state securities laws on this issue
may differ from the interpretation of federal law expressed herein and banks and
financial institutions may be required to register as broker-dealers pursuant to
state law.

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

A shareholder whose shares are held in the name of, or controlled by, a
dealer might not receive many of the privileges and services from a Fund (such
as Right of Accumulation, Letter of Intent and certain recordkeeping services)
that the Fund ordinarily provides.

EXCHANGES
Subject to the requirements set forth below, some or all of the shares in
an account with a Fund for which payment has been received by the Fund (i.e., an
established account) may be exchanged for shares of the same class of any of the
other MFS Funds at net asset value (if available for sale). Shares of one class
may not be exchanged for shares of any other class.

EXCHANGES AMONG MFS FUNDS (EXCLUDING MFS MONEY MARKET FUNDS): No initial
sales charges or CDSC will be imposed in connection with an exchange from shares
of an MFS Fund to shares of any other MFS Fund, except with respect to exchanges
from an MFS money market fund to another MFS Fund which is not an MFS money
market fund (discussed below). With respect to an exchange involving shares
subject to a CDSC, the CDSC will be unaffected by the exchange and the holding
period for purposes of calculating the CDSC will carry over to the acquired
shares.

EXCHANGES FROM AN MFS MONEY MARKET FUND: Special rules apply with respect
to the imposition of an initial sales charge or a CDSC for exchanges from an MFS
money market fund to another MFS Fund which is not an MFS money market fund.
These rules are described under the caption "Exchanges" in the Prospectuses of
those MFS money market funds.

EXCHANGES INVOLVING THE MFS FIXED FUND: Class A shares of any MFS Fund
held by certain qualified

17
<PAGE> 20

retirement plans may be exchanged for units of participation of the MFS Fixed
Fund (a bank collective investment fund) (the "Units"), and Units may be
exchanged for Class A shares of any MFS Fund. With respect to exchanges between
Class A shares subject to a CDSC and Units, the CDSC will carry over to the
acquired shares or Units and will be deducted from the redemption proceeds when
such shares or Units are subsequently redeemed, assuming the CDSC is then
payable (the period during which the Class A shares and the Units were held will
be aggregated for purposes of calculating the applicable CDSC). In the event
that a shareholder initially purchases Units and then exchanges into Class A
shares subject to an initial sales charge of an MFS Fund, the initial sales
charge shall be due upon such exchange, but will not be imposed with respect to
any subsequent exchanges between such Class A shares and Units with respect to
shares on which the initial sales charge has already been paid. In the event
that a shareholder initially purchases Units and then exchanges into Class A
shares subject to a CDSC of an MFS Fund, the CDSC period will commence upon such
exchange, and the applicability of the CDSC with respect to subsequent exchanges
shall be governed by the rules set forth in this paragraph above.

GENERAL: Exchanges will be made only after instructions in writing or by
telephone (an "Exchange Request") are received for an established account by the
Shareholder Servicing Agent in proper form (i.e., if in writing -- signed by the
record owner(s) exactly as the shares are registered; if by telephone -- proper
account identification is given by the dealer or shareholder of record) and each
exchange must involve either shares having an aggregate value of at least $1,000
($50 in the case of retirement plan participants whose sponsoring organizations
subscribe to the MFS FUNDamental 401(k) Plan or another similar 401(k)
recordkeeping system made available by the Shareholder Servicing Agent) or all
the shares in the account. If an Exchange Request is received by the Shareholder
Servicing Agent on any business day prior to the close of regular trading on the
New York Stock Exchange (generally, 4:00 p.m., Eastern time) (the "Exchange"),
the exchange usually will occur on that day if all the requirements set forth
above have been complied with at that time. No more than five exchanges may be
made in any one Exchange Request by telephone. Additional information concerning
this exchange privilege and prospectuses for any of the other MFS Funds may be
obtained from dealers or the Shareholder Servicing Agent. A shareholder should
read the prospectus of the other MFS Fund and consider the differences in
objectives, policies and restrictions before making any exchange. For federal
and (generally) state income tax purposes, an exchange is treated as a sale of
the shares exchanged and, therefore, an exchange could result in a gain or loss
to the shareholder making the exchange. Exchanges by telephone are automatically
available to most non-retirement plan accounts and certain retirement plan
accounts. For further information regarding exchanges by telephone, see
"Redemptions by Telephone." The exchange privilege (or any aspect of it) may be
changed or discontinued and is subject to certain limitations, including certain
restrictions on purchases by market timers. Special procedures, privileges and
restrictions with respect to exchanges may apply to market timers who enter into
an agreement with MFD, as set forth in such agreement. See
"Purchases -- General -- Right to Reject Purchase Orders/Market Timing."

REDEMPTIONS AND REPURCHASES
A shareholder may withdraw all or any portion of the value of his account
on any date on which a Fund is open for business by redeeming shares at their
net asset value (a redemption) or by selling such shares to the Fund through a
dealer (a repurchase). Certain redemptions and repurchases are, however, subject
to a CDSC. See "Contingent Deferred Sales Charge" below. Because the net asset
value of shares of the account fluctuates, redemptions or repurchases, which are
taxable transactions, are likely to result in gains or losses to the
shareholder. When a shareholder withdraws an amount from his account, the
shareholder is deemed to have tendered for redemption a sufficient number of
full and fractional shares in his account to cover the amount withdrawn. The
proceeds of a redemption or repurchase will normally be available within seven
days, except for shares purchased or received in exchange for shares purchased
by check (including certified checks or cashier's checks). Payment of redemption
proceeds may be delayed for up to 15 days from the purchase date in an effort to
assure that such check has cleared.

REDEMPTION BY MAIL: Each shareholder may redeem all or any portion of the
shares in his account by mailing or delivering to the Shareholder Servicing
Agent (see back cover for address) a stock power with a written request for
redemption or letter of instruction, together with his share certificates (if
any were issued), all in "good order" for transfer. "Good order" generally means
that the stock power, written request for redemption, letter of instruction or
certificate must be endorsed by the record owner(s) exactly as the shares are
registered and the signature(s) must be guaranteed in the manner set forth below
under the caption "Signature Guarantee." In addition, in some cases "good order"
will require the furnishing of additional documents. The Shareholder Servicing
Agent may make certain de minimis exceptions to the above requirements for
redemption. Within seven days after receipt of a redemption request in "good
order" by the Shareholder Servicing Agent, a Fund will make payment in cash of
the net asset value of the shares next determined after such redemption request
was received, reduced by the amount of any applicable CDSC described above and
the amount of any income tax required to be withheld, except during any period
in which the right of redemption is suspended or date of payment is postponed
because the Exchange is closed or trading on such Exchange is re-

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<PAGE> 21

stricted or to the extent otherwise permitted by the 1940 Act if an emergency
exists. See "Tax Status" below.

REDEMPTION BY TELEPHONE: Each shareholder may redeem an amount from his
account by telephoning the Shareholder Servicing Agent toll-free at (800)
225-2606. Shareholders wishing to avail themselves of this telephone redemption
privilege must so elect on their Account Application, designate thereon a bank
and account number to receive the proceeds of such redemption, and sign the
Account Application Form with the signature(s) guaranteed in the manner set
forth below under the caption "Signature Guarantee." The proceeds of such a
redemption, reduced by the amount of any applicable CDSC and the amount of any
income tax required to be withheld, are mailed by check to the designated
account, without charge, if the redemption proceeds do not exceed $1,000, and
are wired in federal funds to the designated account if the redemption proceeds
exceed $1,000. If a telephone redemption request is received by the Shareholder
Servicing Agent by the close of regular trading on the Exchange on any business
day, shares will be redeemed at the closing net asset value of the Fund on that
day. Subject to the conditions described in this section, proceeds of a
redemption are normally mailed or wired on the next business day following the
date of receipt of the order for redemption. The Shareholder Servicing Agent
will not be responsible for any losses resulting from unauthorized telephone
transactions if it follows reasonable procedures designed to verify the identity
of the caller. The Shareholder Servicing Agent will request personal or other
information from the caller, and will normally also record calls. Shareholders
should verify the accuracy of confirmation statements immediately after their
receipt.

REPURCHASE THROUGH A DEALER: If a shareholder desires to sell his shares
through his dealer (a repurchase), the shareholder can place a repurchase order
with his dealer, who may charge the shareholder a fee. IF THE DEALER RECEIVES
THE SHAREHOLDER'S ORDER PRIOR TO THE CLOSE OF REGULAR TRADING ON THE EXCHANGE
AND COMMUNICATES IT TO MFD BEFORE THE CLOSE OF BUSINESS ON THE SAME DAY, THE
SHAREHOLDER WILL RECEIVE THE NET ASSET VALUE CALCULATED ON THAT DAY, REDUCED BY
THE AMOUNT OF ANY APPLICABLE CDSC AND THE AMOUNT OF ANY INCOME TAX REQUIRED TO
BE WITHHELD.

CONTINGENT DEFERRED SALES CHARGE: Investments in Class A or Class B shares
("Direct Purchases") will be subject to a CDSC for a period of 12 months (in the
case of purchases of $1 million or more of Class A shares or purchases by
certain retirement plans of Class A shares) or six years (in the case of
purchases of Class B shares). Purchases of Class A shares made during a calendar
month, regardless of when during the month the investment occurred, will age one
month on the last day of the month and each subsequent month. Class B shares of
any MFS Fund purchased on or after January 1, 1993 will be aggregated on a
calendar month basis -- all transactions made during a calendar month,
regardless of when during the month they have occurred, will age one year at the
close of business on the last day of such month in the following calendar year
and each subsequent year. For Class B shares of any MFS Fund purchased prior to
January 1, 1993, transactions will be aggregated on a calendar year basis -- all
transactions made during a calendar year, regardless of when during the year
they have occurred, will age one year at the close of business on December 31 of
that year and each subsequent year.

At the time of a redemption, the amount by which the value of a
shareholder's account for a particular class of shares represented by Direct
Purchases exceeds the sum of the six calendar year aggregations (12 months in
the case of purchases of $1 million or more of Class A shares or purchases by
certain retirement plans of Class A shares) of Direct Purchases may be redeemed
without charge ("Free Amount"). Moreover, no CDSC is ever assessed on additional
shares acquired through the automatic reinvestment of dividends or capital gain
distributions ("Reinvested Shares"). Therefore, at the time of redemption of a
particular class, (i) any Free Amount is not subject to the CDSC and (ii) the
amount of the redemption equal to the then-current value of Reinvested Shares is
not subject to the CDSC, but (iii) any amount of the redemption in excess of the
aggregate of the then-current value of Reinvested Shares and the Free Amount is
subject to a CDSC. The CDSC will first be applied against the amount of Direct
Purchases which will result in any such charge being imposed at the lowest
possible rate. The CDSC to be imposed upon redemptions of shares will be
calculated as set forth in "Purchases" above.

The applicability of a CDSC will be unaffected by exchanges or transfers of
registration, except as described in Annex A hereto.

GENERAL: The following information applies to redemptions and repurchases
of each class of each Fund's shares.

SIGNATURE GUARANTEE. In order to protect shareholders against fraud, each
Fund requires, in certain instances as indicated above, that the shareholder's
signature be guaranteed. In these cases the shareholder's signature must be
guaranteed by an eligible bank, broker, dealer, credit union, national
securities exchange, registered securities association, clearing agency or
savings association. Signature guarantees shall be accepted in accordance with
policies established by the Shareholder Servicing Agent.

REINSTATEMENT PRIVILEGE. Shareholders of each Fund who have redeemed their
shares have a one-time right to reinvest the redemption proceeds in the same
class of shares of any of the MFS Funds (if shares of such Fund are available
for sale) at net asset value (with a credit for any CDSC paid) within 90 days of
the redemp-

19
<PAGE> 22

tion pursuant to the Reinstatement Privilege. If the shares credited for any
CDSC paid are then redeemed within six years of the initial purchase in the case
of Class B shares or within 12 months of the initial purchase for certain Class
A share purchases, a CDSC will be imposed upon redemption. Such purchases under
the Reinstatement Privilege are subject to all limitations in the Statement of
Additional Information regarding this privilege.

IN-KIND DISTRIBUTIONS. Subject to compliance with applicable regulations,
each Fund has reserved the right to pay the redemption or repurchase price of
shares of the Fund, either totally or partially, by a distribution in-kind of
securities (instead of cash) from the Fund's portfolio. The securities
distributed in such a distribution would be valued at the same amount as that
assigned to them in calculating the net asset value for the shares being sold.
If a shareholder received a distribution in-kind, the shareholder could incur
brokerage or transaction charges when converting the securities to cash. Any
distribution in-kind of portfolio securities may include foreign securities,
including securities of issuers in emerging markets. Such securities may be
subject to risks not typically associated with the risks of U.S. securities. See
"Risk Factors -- Foreign Securities" and " -- Emerging Markets."

INVOLUNTARY REDEMPTIONS/SMALL ACCOUNTS. Due to the relatively high cost of
maintaining small accounts, each Fund reserves the right to redeem shares in any
account for their then-current value if at any time the total investment in such
account drops below $500 because of redemptions, except in the case of accounts
being established for monthly automatic investments and certain payroll savings
programs, Automatic Exchange Plan accounts and tax-deferred retirement plans,
for which there is a lower minimum investment requirement. See
"Purchases -- General -- Minimum Investment." Shareholders will be notified that
the value of their account is less than the minimum investment requirement and
allowed 60 days to make an additional investment before the redemption is
processed.

DISTRIBUTION PLANS

The Trustees have adopted separate Distribution Plans for Class A and Class
B shares of each Fund pursuant to Section 12(b) of the 1940 Act and Rule 12b-1
thereunder (the "Distribution Plans"), after having concluded that there is a
reasonable likelihood that the Distribution Plans would benefit the Fund and its
shareholders.

In certain circumstances, the fees described below have not yet been
imposed or are being waived. These circumstances are described below under the
heading "Current Level of Distribution and Service Fees."

FEATURES COMMON TO EACH DISTRIBUTION PLAN: The Distribution Plans have
certain common features, as described below.

SERVICE FEES. Each Distribution Plan provides that the Fund may pay MFD a
service fee of up to 0.25% of the average daily net assets attributable to the
class of shares to which the Distribution Plan relates (i.e., Class A or Class B
shares, as appropriate) (the "Designated Class") annually in order that MFD may
pay expenses on behalf of the Fund relating to the servicing of shares of the
Designated Class. The service fee is used by MFD to compensate dealers which
enter into a sales agreement with MFD in consideration for all personal services
and/or account maintenance services rendered by the dealer with respect to
shares of the Designated Class owned by investors for whom such dealer is the
dealer or holder of record. MFD may from time to time reduce the amount of the
service fees paid for shares sold prior to a certain date. Service fees may be
reduced for a dealer that is the holder or dealer of record for an investor who
owns shares of the Fund having an aggregate net asset value at or above a
certain dollar level. Dealers may from time to time be required to meet certain
criteria in order to receive service fees. MFD or its affiliates are entitled to
retain all service fees payable under each Distribution Plan for which there is
no dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by MFD or its affiliates to shareholder accounts.

DISTRIBUTION FEES. Each Distribution Plan provides that the Fund may pay
MFD a distribution fee based on the average daily net assets attributable to the
Designated Class as partial consideration for distribution services performed
and expenses incurred in the performance of MFD's obligations under its
distribution agreement with the Fund. See "Management of the
Fund -- Distributor" in the Statement of Additional Information. The amount of
the distribution fee paid by the Fund with respect to each class differs under
the Distribution Plans, as does the use by MFD of such distribution fees. Such
amounts and uses are described below in the discussion of the separate
Distribution Plans. While the amount of compensation received by MFD in the form
of distribution fees during any year may be more or less than the expenses
incurred by MFD under its distribution agreement with the Funds, the Funds are
not liable to MFD for any losses MFD may incur in performing services under its
distribution agreement with the Funds.

OTHER COMMON FEATURES. Fees payable under each Distribution Plan are
charged to, and therefore reduce, income allocated to shares of the Designated
Class. The Distribution Plans have substantially identical provisions with
respect to their operating policies and their initial approval, renewal,
amendment and termination.

FEATURES UNIQUE TO EACH DISTRIBUTION PLAN: The Distribution Plans have
certain features that are unique to each class of shares, as described below.

20
<PAGE> 23

CLASS A DISTRIBUTION PLAN. Class A shares of each Fund are generally
offered pursuant to an initial sales charge, a substantial portion of which is
paid to or retained by the dealer making the sale (the remainder of which is
paid to MFD). See "Purchases -- Class A Shares" above. In addition to the
initial sales charge, the dealer also generally receives the ongoing 0.25% per
annum service fee, as discussed above.

The distribution fee paid to MFD under each Class A Distribution Plan is
equal, on an annual basis, to 0.25% of the Fund's average daily net assets
attributable to Class A shares. As noted above, MFD may use the distribution fee
to cover distribution-related expenses incurred by it under its distribution
agreement with a Fund (e.g., MFD pays commissions to dealers with respect to
purchases of $1 million or more of Class A shares which are sold at net asset
value but which are subject to a 1% CDSC for one year after purchase).
Distribution fee payments under the Class A Distribution Plans may be used by
MFD to pay securities dealers a distribution fee in an amount equal on an annual
basis to 0.25% per annum of each Fund's average daily net assets attributable to
Class A shares (other than Class A shares that have converted from Class B
shares) owned by investors for whom that securities dealer is the holder or
dealer of record. See "Purchases -- Class A Shares" above. In addition, to the
extent that the aggregate service and distribution fees paid under a Class A
Distribution Plan does not exceed 0.50% per annum of the average daily net
assets of a Fund attributable to Class A shares, the Fund is permitted to pay
such distribution-related expenses or other distribution-related expenses.

CLASS B DISTRIBUTION PLAN. Class B shares of each Fund are offered at net
asset value without an initial sales charge but subject to a CDSC. See
"Purchases -- Class B Shares" above. MFD will advance to dealers the first year
service fee described above at a rate equal to 0.25% of the purchase price of
such shares and, as compensation therefore, MFD may retain the service fee paid
by the Fund with respect to such shares for the first year after purchase.
Dealers will become eligible to receive the ongoing 0.25% per annum service fee
with respect to such shares commencing in the thirteenth month following
purchase.

Under each Class B Distribution Plan, the Fund pays MFD a distribution fee
equal, on an annual basis, to 0.75% of the Fund's average daily net assets
attributable to Class B shares. As noted above, this distribution fee may be
used by MFD to cover its distribution-related expenses under its distribution
agreement with each Fund (including the 3.75% commission it pays to dealers upon
purchase of Class B shares, as described under "Purchases -- Class B Shares"
above).

CURRENT LEVEL OF DISTRIBUTION AND SERVICE FEES: For its current fiscal
year, each Fund anticipates that it will pay a distribution/service equal to
0.50% and 1.00% per annum of the average daily net assets attributable to the
Fund's Class A shares and Class B shares, respectively.

DISTRIBUTIONS

Each Fund intends to pay substantially all of its net investment income as
dividends on an annual basis. In determining the net investment income available
for distributions, each Fund may rely on projections of its anticipated net
investment income over a longer term, rather than its actual net investment
income for the period. If a Fund earns less than projected, or otherwise
distributes more than its earnings for the year, a portion of the distributions
may constitute a return of capital. Each Fund may make one or more distributions
during the calendar year to its shareholders from any long-term capital gains,
and may also make one or more distributions during the calendar year to its
shareholders from short-term capital gains. Shareholders may elect to receive
dividends and capital gain distributions in either cash or additional shares of
the same class with respect to which a distribution is made. See "Tax Status"
and "Shareholder Services -- Distribution Options" below. Distributions paid by
each Fund with respect to Class A shares will generally be greater than those
paid with respect to Class B shares because expenses attributable to Class B
shares will generally be higher.

TAX STATUS
Each Fund is treated as an entity separate from the other series of the
Trust for federal income tax purposes. In order to minimize the taxes each Fund
would otherwise be required to pay, each Fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Code, and to make
distributions to its shareholders in accordance with the timing requirements
imposed by the Code. It is expected that none of the Funds will be required to
pay entity level federal income or excise taxes, although foreign-source income
received by a Fund may be subject to foreign withholding taxes.

Shareholders of each Fund normally will have to pay federal income taxes,
and any state or local taxes, on the dividends and capital gain distributions
they receive from the Fund, whether paid in cash or additional shares. A portion
of the dividends received from each Fund (but none of the Fund's capital gains
distributions) may qualify for the dividends-received deduction for
corporations. Shortly after the end of each calendar year, each shareholder of a
Fund will be sent a statement setting forth the federal income tax status of all
of the Fund's dividends and distributions for that year, including the portion
taxable as ordinary income, any portion taxable as long-term capital gain, the
portion, if any, representing a return of capital (which is free of current
taxes but results in a basis reduction) and the amount, if any, of federal
income tax withheld. In certain circumstances, a Fund may also elect to "pass
through" to shareholders foreign income taxes paid by the Fund. Under those
circum-

21
<PAGE> 24

stances, the Fund will notify shareholders of their pro rata portion of the
foreign income taxes paid by the Fund; shareholders may be eligible for foreign
tax credits or deductions with respect to those taxes, but will be required to
treat the amount of the taxes as an amount distributed to them and thus
includible in their gross income for federal income tax purposes.

Each Fund's distributions will reduce the Fund's net asset value per share.
Shareholders who buy shares shortly before a Fund makes a distribution may thus
pay the full price for the shares and then effectively receive a portion of the
purchase price back as a taxable distribution.

Each Fund intends to withhold U.S. federal income tax at a rate of 30% on
dividends and certain other payments that are subject to such withholding and
that are made to persons who are neither citizens nor residents of the U.S.,
regardless of whether a lower rate may be permitted under an applicable treaty.
Each Fund is also required in certain circumstances to apply backup withholding
at a rate of 31% on dividends and redemption proceeds paid to any shareholder
(including a shareholder who is neither a citizen nor a resident of the U.S.)
who does not furnish to the Fund certain information and certifications or who
is otherwise subject to backup withholding. Backup withholding will not,
however, be applied to payments which have been subject to 30% withholding.
Prospective Shareholders should read the Account Application for information
regarding backup withholding of federal income tax and should consult their own
tax advisers as to the tax consequences of an investment in a Fund.

NET ASSET VALUE
The net asset value per share of each class of each Fund is determined each
day during which the Exchange is open for trading. This determination is made
once each day as of the close of regular trading on the Exchange by deducting
the amount of the liabilities attributable to the class from the value of the
assets attributable to the class and dividing the difference by the number of
shares of the class outstanding. Assets in each Fund's portfolio are valued on
the basis of their market values or otherwise at their fair values, as described
in the Statement of Additional Information. All investments and assets are
expressed in U.S. dollars based upon current currency exchange rates. The net
asset value per share of each class of shares is effective for orders received
by the dealer prior to its calculation and received by MFD prior to the close of
that business day.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
Each Fund has two classes of shares, entitled Class A and Class B shares of
Beneficial Interest (without par value). The Trust has reserved the right to
create and issue additional classes and series of shares, in which case each
class of shares of a series would participate equally in the earnings, dividends
and assets attributable to that class of that particular series. Shareholders
are entitled to one vote for each share held and shares of each series are
entitled to vote separately to approve investment advisory agreements or changes
in investment restrictions, but shares of all series vote together in the
election of Trustees and selection of accountants. Additionally, each class of
shares of a series will vote separately on any material increases in the fees
under its Distribution Plan or on any other matter that affects solely that
class of shares, but will otherwise vote together with all other classes of
shares of the series on all other matters. The Trust does not intend to hold
annual shareholder meetings. The Trust's Declaration of Trust provides that a
Trustee may be removed from office in certain instances. See "Description of
Shares, Voting Rights and Liabilities" in the Statement of Additional
Information.

Each share of a class of each Fund represents an equal proportionate
interest in the Fund with each other class share, subject to the liabilities of
the particular class. Shares have no pre-emptive or conversion rights (except as
set forth in "Purchases -- Conversion of Class B shares"). Shares are fully paid
and non-assessable. Should a Fund be liquidated, shareholders of each class are
entitled to share pro rata in the net assets attributable to that class
available for distribution to shareholders. Shares will remain on deposit with
the Shareholder Servicing Agent and certificates will not be issued except in
connection with pledges and assignments and in certain other limited
circumstances.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss on
account of shareholder liability would be limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations.

PERFORMANCE INFORMATION
From time to time, each Fund will provide total rate of return quotations
for each class of shares and may also quote fund rankings in the relevant fund
category from various sources, such as the Lipper Analytical Services, Inc. and
Wiesenberger Investment Companies Service. The International Growth and Income
Fund may also provide its yield and current distribution rate. Total rate of
return quotations will reflect the average annual percentage change over stated
periods in the value of an investment in a class of a Fund made at the maximum
public offering price of the shares of that class with all distributions
reinvested and which, if quoted for periods of six years or less, will give
effect to the imposition of the CDSC assessed upon redemptions of the Fund's
Class B shares. Such total rate of return quotations may be accompanied by
quotations which do not reflect the reduction in value of the initial investment
due to the sales charge or the deduction of a CDSC, and which will

22
<PAGE> 25

thus be higher. Yield quotations will be based on the annualized net investment
income per share of a class of the International Growth and Income Fund over a
30-day period stated as a percent of the maximum public offering price of shares
of that class on the last day of that period. The current distribution rate for
each class is generally based upon the total amount of dividends per share paid
by the International Growth and Income Fund to shareholders of that class during
the past twelve months and is computed by dividing the amount of such dividends
by the maximum public offering price of that class at the end of such period.
Current distribution rate calculations for Class B shares assume no CDSC is
paid. The current distribution rate differs from the yield calculation because
it may include distributions to shareholders from sources other than dividends
and interest, such as premium income from option writing, short-term capital
gains, and return of invested capital, and is calculated over a different period
of time. All performance quotations are based on historical performance and are
not intended to indicate future performance. Yield reflects only net portfolio
income as stated and current distribution rate reflects only the rate of
distributions paid by the International Growth and Income Fund over a stated
period of time. Each Fund's quotations may from time to time be used in
advertisements, shareholder reports or other communications to shareholders. For
a discussion of the manner in which a Fund will calculate its total rate of
return, yield and current distribution rate see the Statement of Additional
Information. In addition to information provided in shareholder reports, each
Fund may, in its discretion, from time to time make a list of all or a portion
of its holdings available to investors upon request.

EXPENSES
The Trust pays the compensation of the Trustees who are not officers of MFS
and all expenses of each Fund (other than those assumed by MFS) including but
not limited to: governmental fees; interest charges; taxes; membership dues in
the Investment Company Institute allocable to a Fund, fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of a Fund; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectus, periodic reports, notices and proxy statements to
shareholders and to governmental officers and commissions; brokerage and other
expenses connected with the execution, recording and settlement of portfolio
security transactions; insurance premiums; fees and expenses of State Street
Bank and Trust Company, the Trust's Custodian, for all services to each Fund,
including safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of a Fund; and
expenses of shareholder meetings. Expenses relating to the issuance,
registration and qualification of shares of a Fund and the preparation, printing
and mailing of prospectuses are borne by the Fund except that the Distribution
Agreement with MFD requires MFD to pay for prospectuses that are to be used for
sales purposes. Expenses of the Trust which are not attributable to a specific
series of the Trust are allocated among the series in a manner believed by
management of the Trust to be fair and equitable.

MFS has agreed to pay until December 31, 2005 the expenses of the Emerging
Markets Equity Fund such that the aggregate operating expenses of the Emerging
Markets Equity Fund's Class A and Class B shares do not exceed 2.50% and 3.07%,
respectively, of net assets; provided, however, that this obligation may be
terminated or revised at any time by MFS without the consent of the Trust or the
Emerging Markets Equity Fund by notice in writing from MFS to the Trust on
behalf of the Fund. Such payments by MFS are subject to reimbursement by the
Emerging Markets Equity Fund which will be accomplished by the payment by the
Fund of an expense reimbursement fee to MFS computed and paid monthly as a
percentage of its average daily net assets for its then current fiscal year,
with a limitation that immediately after such payment the aggregate operating
expenses of the Fund would not exceed the amounts set forth in the preceding
sentence. The expense reimbursement agreement terminates on the earlier of the
date on which payments made thereunder by the Emerging Markets Equity Fund equal
the prior payment of such reimbursable expenses by MFS or December 31, 2005.

--------------------------------------------------------------------------------
8. SHAREHOLDER SERVICES

Shareholders with questions concerning the shareholder services described
below or concerning other aspects of a Fund, should contact the Shareholder
Servicing Agent (see back cover for address and phone number).

ACCOUNT AND CONFIRMATION STATEMENTS -- Each shareholder will receive
confirmation statements showing the transaction activity in his account. At the
end of each calendar year, each shareholder will receive information regarding
the tax status of reportable dividends and distributions for that year (see "Tax
Status").

DISTRIBUTION OPTIONS -- The following options are available to all accounts
(except Systematic Withdrawal Plan accounts described below) and may be changed
as

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<PAGE> 26

often as desired by notifying the Shareholder Servicing Agent:

-- Dividends and capital gain distributions reinvested in additional
shares. This option will be assigned if no other option is specified.

-- Dividends in cash; capital gain distributions reinvested in additional
shares.

-- Dividends and capital gain distributions in cash.

Reinvestments (net of any tax withholding) will be made in additional full
and fractional shares of the same class of shares at the net asset value in
effect at the close of business on the record date. Dividends and capital gain
distributions in amounts less than $10 will automatically be reinvested in
additional shares of a Fund. If a shareholder has elected to receive dividends
and/or capital gain distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address of record, such
shareholder's distribution option will automatically be converted to having all
dividends and other distributions reinvested in additional shares. Any request
to change a distribution option must be received by the Shareholder Servicing
Agent by the record date for a dividend or distribution in order to be effective
for that dividend or distribution. No interest will accrue on amounts
represented by uncashed distribution or redemption checks.

INVESTMENT AND WITHDRAWAL PROGRAMS -- For the convenience of shareholders,
each Fund makes available the following programs designed to enable shareholders
to add to their investment in an account with each Fund or withdraw from it with
a minimum of paper work. The programs involve no extra charge to shareholders
(other than a sales charge in the case of certain Class A share purchases) and
may be changed or discontinued at any time by a shareholder or a Fund:

LETTER OF INTENT: If a shareholder (other than a group purchaser as
described in the Statement of Additional Information) anticipates purchasing
$100,000 or more of Class A shares of a Fund alone or in combination with Class
B shares of the Fund or any of the classes of other MFS Funds or MFS Fixed Fund
(a bank collective investment fund) within a 13-month period (or 36-month period
for purchases of $1 million or more), the shareholder may obtain such shares at
the same reduced sales charge as though the total quantity were invested in one
lump sum, subject to escrow agreements and the appointment of an attorney for
redemptions from the escrow amount if the intended purchases are not completed,
by completing the Letter of Intent section of the Account Application.

RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity
discounts on purchases of Class A shares when his new investment, together with
the current offering price value of all holdings of any class of shares of that
shareholder in the MFS Funds or MFS Fixed Fund (a bank collective investment
fund) reaches a discount level.

DISTRIBUTION INVESTMENT PROGRAM: Shares of a particular class of a Fund
may be sold at net asset value (and not subject to any CDSC) through the
automatic reinvestment of dividend and capital gain distributions from the same
class of another MFS Fund. Furthermore, distributions made by a Fund may be
automatically invested at net asset value (and not subject to any CDSC) in
shares of the same class of another MFS Fund, if shares of such MFS Fund are
available for sale.

SYSTEMATIC WITHDRAWAL PLAN: A shareholder may direct the Shareholder
Servicing Agent to send to him (or any one he designates) regular periodic
payments, as designated on the account application, and based upon the value of
his account. Each payment under a Systematic Withdrawal Plan (a "SWP") must be
at least $100, except in certain limited circumstances. The aggregate
withdrawals of Class B shares in any year pursuant to a SWP will not be subject
to a CDSC and are generally limited to 10% of the value of the account at the
time of the establishment of the SWP. The CDSC will not be waived in the case of
SWP redemptions of Class A shares which are subject to a CDSC.

DOLLAR COST AVERAGING PROGRAMS

AUTOMATIC INVESTMENT PLAN: Cash investments of $50 or more may be made
through a shareholder's checking account twice monthly, monthly or quarterly.
Required forms are available from the Shareholder Servicing Agent or investment
dealers.

AUTOMATIC EXCHANGE PLAN: Shareholders having account balances of at least
$5,000 in any MFS Fund may participate in the Automatic Exchange Plan, a dollar
cost averaging program. The Automatic Exchange Plan provides for automatic
monthly or quarterly exchanges of funds from the shareholder's account in an MFS
Fund for investment in the same class of shares of other MFS Funds selected by
the shareholder (if available for sale). Under the Automatic Exchange Plan,
exchanges of at least $50 each may be made to up to four different funds. A
shareholder should consider the objectives and policies of a fund and review its
prospectus before electing to exchange money into such fund through the
Automatic Exchange Plan. No transaction fee is imposed in connection with
exchange transactions under the Automatic Exchange Plan. However, exchanges of
shares of MFS Money Market Fund, MFS Government Money Market Fund or Class A
shares of MFS Cash Reserve Fund will be subject to any applicable sales charge.
For federal and (generally) state income tax purposes, an exchange is treated as
a sale of the shares exchanged and, therefore, could result in a capital gain or
loss to the shareholder making the exchange. See the Statement of Additional
Information for further information concern-

24
<PAGE> 27

ing the Automatic Exchange Plan. Investors should
consult their tax advisers for information regarding the potential capital gain
and loss consequences of transactions under the Automatic Exchange Plan.

Because a dollar cost averaging program involves periodic purchases of
shares regardless of fluctuating share offering prices, a shareholder should
consider his financial ability to continue his purchases through periods of low
price levels. Maintaining an investment program concurrently with a withdrawal
program would be disadvantageous because of the sales charges included in share
purchases in the case of Class A shares, and because of the assessment of the
CDSC for share redemption (if applicable) in the case of Class A shares.

TAX-DEFERRED RETIREMENT PLANS -- Shares of each Fund may be purchased by
all types of tax-deferred retirement plans, including IRAs, SEP-IRA plans,
401(k) plans, 403(b) plans and other corporate pension and profit-sharing plans.
Investors should consult with their tax adviser before establishing any of the
tax-deferred retirement plans described above.
------------------------------

The Funds' Statement of Additional Information, dated September 1, 1995,
contains more detailed information about each Fund, including information
related to (i) each Fund's investment policies and restrictions, including the
purchase and sale of Options, Options on Stock Indices, Futures Contracts,
Options on Futures Contracts, Forward Contracts and Options on Foreign
Currencies; (ii) the Trustees, officers, Investment Adviser and Sub-Adviser;
(iii) portfolio trading; (iv) the shares, including rights and liabilities of
shareholders; (v) tax status of dividends and distributions; (vi) the
Distribution Plans; and (vii) various services and privileges provided by each
Fund for the benefit of its shareholders, including additional information with
respect to the exchange privilege.

--------------------------------------------------------------------------------
ANNEX A

WAIVERS OF SALES CHARGES

This Annex sets forth the various circumstances in which all applicable
sales charges are waived (Section I), the initial sales charge and the
contingent deferred sales charge ("CDSC") for Class A shares are waived (Section
II), and the CDSC for Class B shares is waived (Section III).

I. WAIVERS OF ALL APPLICABLE SALES CHARGES

In the following circumstances, the initial sales charge imposed on
purchases of Class A shares and the CDSC imposed on certain redemptions of Class
A shares and on redemptions of Class B shares, as applicable, is waived:

1. DIVIDEND REINVESTMENT

- Shares acquired through dividend or capital gain reinvestment; and

Shares acquired by automatic reinvestment of distributions of dividends
and capital gains of any MFS Fund pursuant to the Distribution Investment
Program.

2. CERTAIN ACQUISITIONS/LIQUIDATIONS

- Shares acquired on account of the acquisition or liquidation of assets of
other investment companies or personal holding companies.

3. AFFILIATES OF AN MFS FUND/CERTAIN DEALERS. Shares acquired by:

- Officers, eligible directors, employees (including retired employees) and
agents of MFS, Sun Life or any of their subsidiary companies;

- Trustees and retired trustees of any investment company for which MFD
serves as distributor;

- Employees, directors, partners, officers and trustees of any sub-adviser
to any MFS Fund;

- Employees or registered representatives of dealers and other financial
institutions ("dealers") which have a sales agreement with MFD;

- Certain family members of any such individual and their spouses
identified above and certain trusts, pension, profit-sharing or other
retirement plans for the sole benefit of such persons, provided the
shares are not resold except to an MFS Fund; and

- Institutional Clients of MFS or AMI.

4. INVOLUNTARY REDEMPTIONS (CDSC WAIVER ONLY)

- Shares redeemed at an MFS Fund's direction due to the small size of a
shareholder's account. See "Redemptions and Repurchases -- General --
Involuntary Redemptions/Small Accounts" in the Prospectus.

25
<PAGE> 28

5. RETIREMENT PLANS (CDSC WAIVER ONLY). Shares redeemed on account of
distributions made under the following circumstances:

INDIVIDUAL RETIREMENT ACCOUNTS ("IRA'S")

- Death or disability of the IRA owner.

SECTION 401(A) PLANS ("401(A) PLANS") AND SECTION 403(B) EMPLOYER SPONSORED
PLANS ("ESP PLANS")

- Death, disability or retirement of Plan participant;

- Loan from Plan (repayment of loans, however, will constitute new sales
for purposes of assessing sales charges);

- Financial hardship (as defined in Treasury Regulation Section
1.401(k)-1(d)(2), as amended from time to time);

- Termination of employment of Plan participant (excluding, however, a
partial or other termination of the Plan);

- Tax-free return of excess Plan contributions;

- To the extent that redemption proceeds are used to pay expenses (or
certain participant expenses) of the Plan (e.g., participant account
fees), provided that the Plan sponsor subscribes to the MFS FUNDamental
401(k) Plan or another similar recordkeeping system made available by the
Shareholder Servicing Agent; and

- Distributions from a Plan that has invested its assets in one or more of
the MFS Funds for more than 10 years from the later to occur of: (i)
January 1, 1993 or (ii) the date such Plan first invests its assets in
one or more of the MFS Funds. The sales charges will be waived in the
case of a redemption of all of the Plan's shares in all MFS Funds (i.e.,
all the assets of the Plan invested in the MFS Funds are withdrawn),
unless immediately prior to the redemption, the aggregate amount invested
by the Plan in shares of the MFS Funds (excluding the reinvestment of
distributions) during the prior four years equals 50% or more of the
total value of the Plan's assets in the MFS Funds, in which case the
sales charges will not be waived.

SECTION 403(B) SALARY REDUCTION ONLY PLANS ("SRO PLANS")

- Death or disability of Plan participant.

6. CERTAIN TRANSFERS OF REGISTRATION (CDSC WAIVER ONLY). Shares transferred:

- To an IRA rollover account where any sales charges with respect to the
shares being reregistered would have been waived had they been redeemed;
and

- From a single account maintained for a 401(a) Plan to multiple accounts
maintained by the Shareholder Servicing Agent on behalf of individual
participants of such Plan, provided that the Plan sponsor subscribes to
the MFS FUNDamental 401(k) Plan or another similar recordkeeping system
made available by the Shareholder Servicing Agent.

II. WAIVERS OF CLASS A SALES CHARGES

In addition to the waivers set forth in Section I above, in the following
circumstances the initial sales charge imposed on purchases of Class A shares
and the contingent deferred sales charge imposed on certain redemption of Class
A shares is waived:

1. INVESTMENT OF REDEMPTION PROCEEDS FROM UNAFFILIATED MUTUAL FUNDS

- Shares acquired through the investment of redemption proceeds from
another open-end management investment company not distributed or managed
by MFD or its affiliates if: (i) the investment is made through a dealer
and appropriate documentation is submitted to MFD; (ii) the redeemed
shares were subject to an initial sales charge or deferred sales charge
(whether or not actually imposed); (iii) the redemption occurred no more
than 90 days prior to the purchase of Class A shares; and (iv) the MFS
Fund, MFD or its affiliates have not agreed with such company or its
affiliates, formally or informally, to waive sales charges on Class A
shares or provide any other incentive with respect to such redemption and
sale.

2. WRAP ACCOUNT INVESTMENTS

- Shares acquired by investments through certain dealers which have entered
into an agreement with MFD which includes a requirement that such shares
be sold for the sole benefit of clients participating in a "wrap" account
or a similar program under which such clients pay a fee to such dealer.

3. INVESTMENT BY INSURANCE COMPANY SEPARATE ACCOUNTS

- Shares acquired by insurance company separate accounts.

4. RETIREMENT PLANS

ADMINISTRATIVE SERVICES ARRANGEMENTS

- Shares acquired by retirement plans whose third party administrators or
dealers have entered into

26
<PAGE> 29

an administrative services agreement with MFD or one of its affiliates to
perform certain administrative services, subject to certain operational
and minimum size requirements specified from time to time by MFD or one
or more of its affiliates.

REINVESTMENT OF DISTRIBUTIONS FROM QUALIFIED RETIREMENT PLANS

- Shares acquired through the automatic reinvestment in Class A shares of
Class A or Class B distributions which constitute required withdrawals
from qualified retirement plans.

Shares redeemed on account of distributions made under the following
circumstances:

IRA'S

- Distributions made on or after the IRA owner has attained the age of
59 1/2 years old; and

- Tax-free returns of excess IRA contributions.

401(A) PLANS

- Distributions made on or after the Plan participant has attained the age
of 59 1/2 years old; and

- Certain involuntary redemptions and redemptions in connection with
certain automatic withdrawals from a Plan.

ESP PLANS AND SRO PLANS

- Distributions made on or after the Plan participant has attained the age
of 59 1/2 years old.

III. WAIVERS OF CLASS B SALES CHARGES

In addition to the waivers set forth in Section I above, in the following
circumstances the CDSC imposed on redemptions of Class B shares is waived:

1. SYSTEMATIC WITHDRAWAL PLAN

- Systematic Withdrawal Plan redemptions with respect to up to 10% per year
of the account value at the time of establishment.

2. DEATH OF OWNER

- Shares redeemed on account of the death of the account owner if the
shares are held solely in the deceased individual's name or in a living
trust for the benefit of the deceased individual.

3. DISABILITY OF OWNER

- Shares redeemed on account of the disability of the account owner if
shares are held either solely or jointly in the disabled individual's
name or in a living trust for the benefit of the disabled individual (in
which case a disability certification form is required to be submitted to
the Shareholder Servicing Agent.).

4. RETIREMENT PLANS. Shares redeemed on account of distributions made under the
following circumstances:

IRA'S, 401(A) PLANS, ESP PLANS AND SRO PLANS

- Distributions made on or after the IRA owner or the Plan participant, as
applicable, has attained the age of 70 1/2 years old, but only with
respect to the minimum distribution under applicable Internal Revenue
Code ("Code") rules.

SAR-SEP PLANS

- Distributions made on or after the SAR-SEP Plan participant has attained
the age of 70 1/2 years old, but only with respect to the minimum
distribution under applicable Code rules;

- Death or disability of a SAR-SEP Plan participant.

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

DESCRIPTION OF BOND RATINGS

MOODY'S

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risk appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa: Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Some bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as

27
<PAGE> 30

well-assured. Often the protection of interest and principal payments may be
very moderate, and thereby not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

ABSENCE OF RATING: Where no rating has been assigned or where a rating has
been suspended or withdrawn, it may be for reasons unrelated to the quality of
the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4. The issue was privately placed, in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,
the effects of which preclude satisfactory analysis; if there is no longer
available reasonable up-to-date data to permit a judgment to be formed; if a
bond is called for redemption; or for other reasons.

NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa to B. The modifier 1 indicates that the company
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the company ranks in the
lower end of its generic rating category.

S & P

AAA: Debt rated AAA has the highest rating assigned by S & P. Capacity to
pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB - rating.

B: Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB - rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal. The CCC rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied B or B - rating.

CC: The rating CC is typically applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.

C: The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC - debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

CI: The rating CI is reserved for income bonds on which no interest is
being paid.

D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the

28
<PAGE> 31

applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
categories.

NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

FITCH

AAA: Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA: Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated 'AAA'. Because bonds rated
in the 'AAA' and 'AA' categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated
'F-1 +'.

A: Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

BB: Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

PLUS (+) MINUS (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the 'AAA' category.

NR Indicates that Fitch does not rate the specific issue.

CONDITIONAL A conditional rating is premised on the successful completion
of a project or the occurrence of a specific event.

SUSPENDED A rating is suspended when Fitch deems the amount of information
available from the issuer to be inadequate for rating purposes.

WITHDRAWN A rating will be withdrawn when an issue matures or is called or
refinanced, and, at Fitch's discretion, when an issuer fails to furnish proper
and timely information.

FITCHALERT Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and the likely direction
of such change. These are designated as "Positive", indicating a potential
upgrade, "Negative", for potential downgrade, or "Evolving", where ratings may
be lowered, FitchAlert is relatively short-term, and should be resolved within
12 months.

29
<PAGE> 32

Investment Adviser
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
(617) 954-5000

Sub-Adviser
Foreign & Colonial Management Ltd.
Exchange House
Primrose Street
London EC2A 2NY
United Kingdom

Distributor
MFS Fund Distributors, Inc.
500 Boylston Street
Boston, MA 02116
(617) 954-5000

Custodian and Dividend Disbursing Agent
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

Shareholder Servicing Agent
MFS Service Center, Inc.
500 Boylston Street
Boston, MA 02116
Toll-free: (800) 225-2606

Mailing Address:
P.O. Box 2281
Boston, MA 02107-9906

Independent Accountants
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116

[LOGO] MFS

MFS(R)/Foreign & Colonial International
Growth Fund

MFS(R)/Foreign & Colonial International
Growth and Income Fund

MFS(R)/Foreign & Colonial Emerging
Markets Equity Fund

500 Boylston Street
Boston, MA 02116 MFC-1 9/95/265M

<PAGE> 33

[LOGO]
MFS(R)/FOREIGN & COLONIAL
INTERNATIONAL GROWTH FUND
MFS(R)/FOREIGN & COLONIAL STATEMENT OF
INTERNATIONAL GROWTH ADDITIONAL INFORMATION
AND INCOME FUND September 1, 1995
MFS(R)/FOREIGN & COLONIAL
EMERGING MARKETS EQUITY FUND

(Members of the MFS Family of Funds(R))
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Definitions.......................................................................... 2
2. Investment Policies and Restrictions................................................. 2
3. Management of the Funds.............................................................. 15
Trustees.......................................................................... 15
Officers.......................................................................... 16
Investment Adviser................................................................ 16
FCM............................................................................... 17
FCEM.............................................................................. 17
Custodian......................................................................... 17
Shareholder Servicing Agent....................................................... 18
Distributor....................................................................... 18
4. Portfolio Transactions and Brokerage Commissions..................................... 18
5. Shareholder Services................................................................. 20
Investment and Withdrawal Programs................................................ 20
Exchange Privilege................................................................ 22
Tax-Deferred Retirement Plans..................................................... 23
6. Tax Status........................................................................... 23
7. Distribution Plans................................................................... 24
8. Determination of Net Asset Value and Performance..................................... 26
9. Description of Shares, Voting Rights and Liabilities................................. 28
10. Independent Accountants.............................................................. 29
Appendix A -- Trustee Compensation Table............................................. 30
</TABLE>

MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND

MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND

MFS(R)/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND

Each a series of MFS Series Trust X
500 Boylston Street, Boston, MA 02116
(617) 954-5000

This Statement of Additional Information sets forth information which may be of
interest to investors but which is not necessarily included in the Funds'
Prospectus dated September 1, 1995. This Statement of Additional Information
should be read in conjunction with the Prospectus, a copy of which may be
obtained without charge by contacting the Shareholder Servicing Agent (see back
cover for address and phone number).

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

<PAGE> 34

1. DEFINITIONS

<TABLE>
<S> <C> <C>
"Emerging Markets -- MFS/Foreign & Colonial
Equity Fund" Emerging Markets Equity
Fund, a diversified series
of the Trust.
"International Growth -- MFS/Foreign & Colonial
Fund" International Growth Fund,
a diversified series of the
Trust.
"International Growth -- MFS/Foreign & Colonial
and Income Fund" International Growth and
Income Fund, a diversified
series of the Trust.
"Funds" -- International Growth Fund,
International Growth and
Income Fund and Emerging
Markets Equity Fund.
"MFS" or the -- Massachusetts Financial
"Adviser" Services Company, a
Delaware corporation.
"Sub-Adviser" -- Foreign & Colonial Manage-
ment Ltd., a company
incorporated under the laws
of England and Wales
("FCM") and Foreign &
Colonial Emerging Markets
Limited, a company
incorporated under the laws
of England and Wales
("FCEM").
"MFD" -- MFS Fund Distributors,
Inc., a Delaware
corporation.
"Prospectus" -- The Prospectus, dated
September 1, 1995, of the
Funds.
"Trust" -- MFS Series Trust X, a
Massachusetts business
Trust. The Trust has
changed its name several
times during the past five
years. The Trust was
previously known as MFS
Government Mortgage Fund
(prior to June 2, 1995),
MFS Government Income Plus
Fund (prior to March 1,
1993), MFS Government
Income Plus Trust (prior to
August 3, 1992) and MFS
Government Securities Trust
(after December 7, 1990).
</TABLE>

2. INVESTMENT POLICIES AND
RESTRICTIONS

INVESTMENT POLICIES: The investment policies of each Fund are described in the
Prospectus and below. The following discussion of the Funds' investment policies
and restrictions supplements and should be read in conjunction with the
information set forth in the "Investment Objective and Policies" section of the
Prospectus.

FOREIGN SECURITIES: Each Fund may invest up to 100% of its assets in foreign
securities as discussed in the Prospectus. Investments in foreign issues involve
considerations and possible risks not typically associated with investments in
securities issued by domestic companies or with debt securities issued by
foreign governments. There may be less publicly available information about a
foreign company than about a domestic company, and many foreign companies are
not subject to accounting, auditing and financial reporting standards and
requirements comparable to those to which U.S. companies are subject. Foreign
securities markets, while growing in volume, have substantially less volume than
U.S. markets, and securities of many foreign companies are less liquid and their
prices more volatile than securities of comparable domestic companies. Fixed
brokerage commissions and other transaction costs on foreign securities
exchanges are generally higher than in the U.S. There is also less government
supervision and regulation of exchanges, brokers and issuers in foreign
countries than there is in the U.S.

EMERGING MARKETS: Each of the Funds may invest in securities of government,
government-related, supranational and corporate issuers located in emerging
markets. Such investments entail significant risks as described in the
Prospectus under the caption "Risk Factors" and as more fully described below.

COMPANY DEBT -- Governments of many emerging market countries have
exercised and continue to exercise substantial influence over many aspects of
the private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in the
future could have a significant effect on economic conditions in emerging
markets, which in turn, may adversely affect companies in the private sector,
general market conditions and prices and yields of certain of the securities in
a Fund's portfolio. Expropriation, confiscatory taxation, nationalization,
political, economic or social instability or other similar developments have
occurred frequently over the history of certain emerging markets and could
adversely affect a Fund's assets should these conditions recur.

SOVEREIGN DEBT -- Investment in sovereign debt can involve a high degree of
risk. The governmental entity that controls the repayment of sovereign debt may
not be able or willing to repay the principal and/or interest when due in
accordance with the terms of such debt. A governmental entity's willingness or
ability to repay principal and interest due in a timely manner may be affected
by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment
is due, the relative size of the debt service burden to the economy as a whole,
the governmental entity's policy towards the International Monetary Fund and the
political constraints to which a governmental entity may be subject.
Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal
and interest on their debt. The commitment on the part of these governments,
agencies and others to make such disburse-

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<PAGE> 35

ments may be conditioned on a governmental entity's implementation of economic
reforms and/or economic performance and the timely service of such debtor's
obligations. Failure to implement such reforms, achieve such levels of economic
performance or repay principal or interest when due may result in the
cancellation of such third parties' commitments to lend funds to the
governmental entity, which may further impair such debtor's ability or
willingness to service its debts in a timely manner. Consequently, governmental
entities may default on their sovereign debt. Holders of sovereign debt
(including a Fund) may be requested to participate in the rescheduling of such
debt and to extend further loans to governmental entities. There is no
bankruptcy proceeding by which sovereign debt on which governmental entities
have defaulted may be collected in whole or in part.

Emerging market governmental issuers are among the largest debtors to commercial
banks, foreign governments, international financial organizations and other
financial institutions. Certain emerging market governmental issuers have not
been able to make payments of interest on or principal of debt obligations as
those payments have come due. Obligations arising from past restructuring
agreements may affect the economic performance and political and social
stability of those issuers.

The ability of emerging market governmental issuers to make timely payments on
their obligations is likely to be influenced strongly by the issuer's balance of
payments, including export performance, and its access to international credits
and investments. An emerging market whose exports are concentrated in a few
commodities could be vulnerable to a decline in the international prices of one
or more of those commodities. Increased protectionism on the part of an emerging
market's trading partners could also adversely affect the country's exports and
tarnish its trade account surplus, if any. To the extent that emerging markets
receive payment for their exports in currencies other than dollars or
non-emerging market currencies, its ability to make debt payments denominated in
dollars or non-emerging market currencies could be affected.

To the extent that an emerging market country cannot generate a trade surplus,
it must depend on continuing loans from foreign governments, multilateral
organizations or private commercial banks, aid payments from foreign governments
and on inflows of foreign investment. The access of emerging markets to these
forms of external funding may not be certain, and a withdrawal of external
funding could adversely affect the capacity of emerging market country
governmental issuers to make payments on their obligations. In addition, the
cost of servicing emerging market debt obligations can be affected by a change
in international interest rates since the majority of these obligations carry
interest rates that are adjusted periodically based upon international rates.

Another factor bearing on the ability of emerging market countries to repay debt
obligations is the level of international reserves of the country. Fluctuations
in the level of these reserves affect the amount of foreign exchange readily
available for external debt payments and thus could have a bearing on the
capacity of emerging market countries to make payments on these debt
obligations.

LIQUIDITY; TRADING VOLUME; REGULATORY OVERSIGHT -- The securities markets
of emerging market countries are substantially smaller, less developed, less
liquid and more volatile than the major securities markets in the U.S.
Disclosure and regulatory standards are in many respects less stringent than
U.S. standards. Furthermore, there is a lower level of monitoring and regulation
of the markets and the activities of investors in such markets.

The limited size of many emerging market securities markets and limited trading
volume in the securities of emerging market issuers compared to volume of
trading in the securities of U.S. issuers could cause prices to be erratic for
reasons apart from factors that affect the soundness and competitiveness of the
securities issuers. For example, limited market size may cause prices to be
unduly influenced by traders who control large positions. Adverse publicity and
investors' perceptions, whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

The risk also exists that an emergency situation may arise in one or more
emerging markets, as a result of which trading of securities may cease or may be
substantially curtailed and prices for a Fund's securities in such markets may
not be readily available. The Trust may suspend redemption of its shares for any
period during which an emergency exists, as determined by the Securities and
Exchange Commission (the "SEC"). Accordingly, if a Fund believes that
appropriate circumstances exist, it will promptly apply to the SEC for a
determination that an emergency is present. During the period commencing from
the Fund's identification of such condition until the date of the SEC action,
the Fund's securities in the affected markets will be valued at fair value
determined in good faith by or under the direction of the Board of Trustees.

DEFAULT; LEGAL RECOURSE -- A Fund may have limited legal recourse in the
event of a default with respect to certain debt obligations it may hold. If the
issuer of a fixed-income security owned by a Fund defaults, the Fund may incur
additional expenses to seek recovery. Debt obligations issued by emerging market
governments differ from debt obligations of private entities; remedies from
defaults on debt obligations issued by emerging market governments, unlike those
on private debt, must be pursued in the courts of the defaulting party itself. A
Fund's ability to enforce its rights against private issuers may be limited. The
ability to attach assets to enforce a judgment may be limited. Legal recourse is
therefore somewhat diminished. Bankruptcy, moratorium and other similar laws
applicable to private

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<PAGE> 36

issuers of debt obligations may be substantially different from those of other
countries. The political context, expressed as an emerging market governmental
issuer's willingness to meet the terms of the debt obligation, for example, is
of considerable importance. In addition, no assurance can be given that the
holders of commercial bank debt may not contest payments to the holders of debt
obligations in the event of default under commercial bank loan agreements.

INFLATION -- Many emerging markets have experienced substantial, and in
some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain emerging market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain countries. Of these countries, some, in recent years, have
begun to control inflation through prudent economic policies.

WITHHOLDING -- Income from securities held by a Fund could be reduced by a
withholding tax on the source or other taxes imposed by the emerging market
countries in which the Fund makes its investments. A Fund's net asset value may
also be affected by changes in the rates or methods of taxation applicable to
the Fund or to entities in which the Fund has invested. The Adviser and the Sub-
Adviser will consider the cost of any taxes in determining whether to acquire
any particular investments, but can provide no assurance that the taxes will not
be subject to change.

FOREIGN CURRENCIES -- Each Fund may invest up to 100% of its assets in
securities denominated in foreign currencies. Accordingly, changes in the value
of these currencies against the U.S. dollar may result in corresponding changes
in the U.S. dollar value of a Fund's assets denominated in those currencies.
Each Fund may attempt to minimize the impact of these changes to the U.S. dollar
value of the Fund's portfolio by engaging in certain hedging practices, such as
entering into Futures Contracts and Options on Foreign Securities as described
below.

Some emerging market countries also may have managed currencies, which are not
free floating against the U.S. dollar. In addition, there is risk that certain
emerging market countries may restrict the free conversion of their currencies
into other currencies. Further, certain emerging market currencies may not be
internationally traded. Certain of these currencies have experienced a steep
devaluation relative to the U.S. dollar. Any devaluations in the currencies in
which a Fund's portfolio securities are denominated may have a detrimental
impact on the Fund's net asset value.

INVESTMENT IN OTHER INVESTMENT COMPANIES: A Fund's investment in other
investment companies, as described in the Prospectus, is limited in amount by
the Investment Company Act of 1940, as amended (the "1940 Act"), and applicable
state securities laws. Such investment may also involve the payment of
substantial premiums above the value of such investment companies' portfolio
securities, and the total return on such investment will be reduced by the
operating expenses and fees of such other investment companies, including
advisory fees.

REPURCHASE AGREEMENTS: Each Fund may enter into repurchase agreements with
sellers who are member firms (or a subsidiary thereof) of the New York Stock
Exchange (the "Exchange"), members of the Federal Reserve System, recognized
domestic or foreign securities dealers or institutions which the Adviser or the
Sub-Adviser has determined to be of comparable creditworthiness. The securities
that a Fund purchases and holds have values which are equal to or greater than
the repurchase price agreed to be paid by the seller. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a standard
rate due to the Fund together with the repurchase price on repurchase.

The repurchase agreement provides that in the event the seller fails to pay the
price agreed upon on the agreed upon delivery date or upon demand, as the case
may be, a Fund will have the right to liquidate the securities. If at the time
the Fund is contractually entitled to exercise its right to liquidate the
securities, the seller is subject to a proceeding under the bankruptcy laws or
its assets are otherwise subject to a stay order, the Fund's exercise of its
right to liquidate the securities may be delayed and result in certain losses
and costs to the Fund. Each Fund has adopted and follows procedures which are
intended to minimize the risks of repurchase agreements. For example, a Fund
only enters into repurchase agreements after the Adviser or the Sub-Adviser has
determined that the seller is creditworthy, and the Adviser or the Sub-Adviser
monitors that seller's creditworthiness on an ongoing basis. Moreover, under
such agreements, the value of the securities (which are marked to market every
business day) is required to be greater than the repurchase price, and the Fund
has the right to make margin calls at any time if the value of the securities
falls below the agreed upon margin.

DEPOSITARY RECEIPTS: Each Fund may invest in American Depositary Receipts
("ADRs") which are certificates issued by a U.S. depositary (usually a bank) and
represent a specified quantity of shares of an underlying non-U.S. stock on
deposit with a custodian bank as collateral. ADRs may be sponsored or
unsponsored. A sponsored ADR is issued by a depositary which has an exclusive
relationship with the issuer of the underlying security. An unsponsored ADR may
be issued by any number of U.S. depositaries. Under the terms of most sponsored
arrangements, depositaries agree to distribute notices of shareholder meetings
and voting instructions, and to provide shareholder communications and other
information to the ADR holders at the request of the issuer of the deposited
securities. The depositary of an unsponsored ADR, on the other hand, is under no
obligation to distribute shareholder communications received from the

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<PAGE> 37

issuer of the deposited securities or to pass through voting rights to ADR
holders in respect of the deposited securities. Each Fund may invest in either
type of ADR. Although the U.S. investor holds a substitute receipt of ownership
rather than direct stock certificates, the use of the depositary receipts in the
United States can reduce costs and delays as well as potential currency exchange
and other difficulties. Each Fund may purchase securities in local markets and
direct delivery of these ordinary shares to the local depository of an ADR agent
bank in the foreign country. Simultaneously, the ADR agents create a certificate
which settles at the Fund's custodian in five days. Each Fund may also execute
trades on the U.S. markets using existing ADRs. A foreign issuer of the security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly, information available to a
U.S. investor will be limited to the information the foreign issuer is required
to disclose in its own country and the market value of an ADR may not reflect
undisclosed material information concerning the issuer of the underlying
security. ADRs may also be subject to exchange rate risks if the underlying
foreign securities are denominated in a foreign currency. Each Fund may also
invest in Global Depositary Receipts ("GDRs") and other types of depositary
receipts. GDRs and other types of depositary receipts are typically issued by
foreign banks or trust companies and evidence ownership of underlying securities
issued by either a foreign or U.S. company.

LOANS AND OTHER DIRECT INDEBTEDNESS: Each Fund may purchase loans and other
direct claims against an issuer of emerging market debt instruments (a
"borrower"). In purchasing a loan, a Fund acquires some or all of the interest
of a bank or other lending institution in a loan to a corporate, governmental or
other borrower. Many such loans are secured, although some may be unsecured.
Such loans may be in default at the time of purchase. Loans that are fully
secured offer a Fund more protection than an unsecured loan in the event of
non-payment of scheduled interest or principal. However, there is no assurance
that the liquidation of collateral from a secured loan would satisfy the
corporate borrower's obligation, or that the collateral can be liquidated.

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

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

WHEN-ISSUED OR FORWARD DELIVERY SECURITIES: When a Fund commits to purchase a
security on a "when-issued" or "forward delivery" basis, it will set up
procedures consistent with the General Statement of Policy of the SEC concerning
such purchases. Since that policy currently recommends that an amount of each
Fund's assets equal to the amount of the purchase be held aside or segregated to
be used to pay for the commitment, a Fund will always have cash, short-term
money market instruments or high quality debt securities sufficient to cover any
commitments or to limit any potential risk. However, although a Fund does not
intend to make such purchases for speculative purposes and intends to adhere to
the provisions of the SEC policy, purchases of securities on such bases may
involve more risk than other types of purchases. For example, a Fund may have to
sell assets which have been set aside in order to meet redemptions. Also, if a
Fund determines it necessary to sell the "when-issued" or "forward delivery"
securities before delivery, it may incur a loss because of market fluctuations
since the time the commitment to purchase such securities was made.

LENDING OF SECURITIES: Each Fund may seek to increase its income by lending
portfolio securities to entities deemed creditworthy by the Adviser or the
Sub-Adviser. Such loans would be required to be secured continuously by
collateral in cash, letters of credit, U.S. Government securities or other
liquid, high grade debt securities maintained on a current basis at an amount at
least equal to the market value of the securities loaned. Each Fund would have
the right to call a loan and obtain the securities loaned at any time on
customary industry settlement notice (which will usually not ex-

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<PAGE> 38

ceed five days). During the existence of a loan, a Fund would continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned and would also receive compensation based on investment of the
collateral. A Fund would not, however, have the right to vote any securities
having voting rights during the existence of the loan, but would call the loan
in anticipation of an important vote to be taken among holders of the securities
or of the giving or withholding of their consent on a material matter affecting
the investment. As with other extensions of credit there are risks of delay in
recovery or even loss of rights in the collateral should the borrower of the
securities fail financially. However, the loans would be made only to firms
deemed by the Adviser and the Sub-Adviser to be of good standing, and when, in
the judgment of the Adviser or the Sub-Adviser, the consideration which could be
earned currently from securities loans of this type justifies the attendant
risk. If the Adviser or the Sub-Adviser determines to make securities loans, it
is not intended that the value of the securities loaned would exceed 30% of the
value of the Fund's total assets.

WARRANTS: Each Fund will not invest more than 10% of its net assets, taken at
market value, in warrants not acquired in a unit transaction. Warrants are
securities that give a Fund the right to purchase equity securities from the
issuer at a specific price (the "strike price") for a limited period of time.
The strike price of warrants typically is much lower than the current market
price of the underlying securities, yet they are subject to similar price
fluctuations. As a result, warrants may be more volatile investments than the
underlying securities and may offer greater potential for capital appreciation
as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to
the underlying securities and do not represent any rights in the assets of the
issuing company. Also, the value of the warrant does not necessarily change with
the value of the underlying securities and a warrant ceases to have value if it
is not exercised prior to the expiration date. These factors can make warrants
more speculative than other types of investments.

OPTIONS ON SECURITIES: Each Fund may write (sell) covered call and put options
on securities ("Options") and purchase call and put Options. An Option provides
the purchaser, or "holder", with the right, but not the obligation, to purchase,
in the case of a "call" Option, or sell, in the case of a "put" Option, the
security or securities in connection with which the Option was written, for a
fixed exercise price up to a stated expiration date or, in the case of certain
options, on such date. The holder pays a non-refundable purchase price for the
Option, known as the "premium." The maximum amount of risk the purchaser of the
Option assumes is equal to the premium plus related transaction costs, although
this entire amount may be lost. The risk of the seller, or "writer", however, is
potentially unlimited, unless the Option is "covered." A call option written by
a Fund is "covered" if the Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if a Fund holds a call on the same
security and in the same principal amount as the call written where the exercise
price of the call held (a) is equal to or less than the exercise price of the
call written or (b) is greater than the exercise price of the call written if
the difference is maintained by the Fund in cash, short-term money market
instruments, U.S. Government securities or other liquid, high grade debt
securities in a segregated account with its custodian. A put option written by a
Fund is "covered" if the Fund maintains cash, short-term money market
instruments, U.S. Government securities or other liquid, high grade debt
securities with a value equal to the exercise price in a segregated account with
its custodian, or else holds a put on the same security and in the same
principal amount as the put written where the exercise price of the put held is
(a) equal to or greater than the exercise price of the put written or (b) is
less than the exercise price of the put written if the difference is maintained
by the Fund in cash or short-term money market instruments in a segregated
account with its custodian. Put and call options written by a Fund may also be
covered in such other manner as may be in accordance with the requirements of
the exchange on which, or the counter party with which the option is traded, and
applicable laws and regulations. If the writer's obligation is not so covered,
it is subject to the risk of the full change in value of the underlying security
from the time the option is written until exercise.

Each Fund may write Options for the purpose of increasing its return and for
hedging purposes. In particular, if a Fund writes an Option which expires
unexercised or is closed out by the Fund at a profit, the Fund retains the
premium paid for the Option less related transaction costs, which increases its
gross income and offsets in part the reduced value of the portfolio security in
connection with which the Option is written, or the increased cost of portfolio
securities to be acquired. In contrast, however, if the price of the security
underlying the Option moves adversely to the Fund's position, the Option may be
exercised and the Fund will then be required to purchase or sell the security at
a disadvantageous price, which might only partially be offset by the amount of
the premium.

Each Fund may write Options in connection with buy-and-write transactions; that
is, a Fund may purchase a security and then write a call Option against that
security. The exercise price of the call Option the Fund determines to write
depends upon the expected price movement of the underlying security. The
exercise price of a call Option may be below ("in-the-money"), equal to
("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the Option is written.

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<PAGE> 39

The writing of covered put Options is similar in terms of risk/return
characteristics to buy-and-write transactions. Put Options may be used by a Fund
in the same market environments in which call Options are used in equivalent
buy-and-write transactions.

Each Fund may also write combinations of put and call Options on the same
security, a practice known as a "straddle". By writing a straddle, a Fund
undertakes a simultaneous obligation to sell or purchase the same security in
the event that one of the Options is exercised. If the price of the security
subsequently rises sufficiently above the exercise price to cover the amount of
the premium and transaction costs, the call will likely be exercised and the
Fund will be required to sell the underlying security at a below market price.
This loss may be offset, however, in whole or in part, by the premiums received
on the writing of the two Options. Conversely, if the price of the security
declines by a sufficient amount, the put will likely be exercised. The writing
of straddles will likely be effective, therefore, only where the price of a
security remains stable and neither the call nor the put is exercised. In an
instance where one of the Options is exercised, the loss on the purchase or sale
of the underlying security may exceed the amount of the premiums received.

By writing a call Option on a portfolio security, a Fund limits its opportunity
to profit from any increase in the market value of the underlying security above
the exercise price of the Option. By writing a put Option, a Fund assumes the
risk that it may be required to purchase the underlying security for an exercise
price above its then current market value, resulting in a loss unless the
security subsequently appreciates in value. The writing of Options will not be
undertaken by a Fund solely for hedging purposes, and may involve certain risks
which are not present in the case of hedging transactions. Moreover, even where
Options are written for hedging purposes, such transactions will constitute only
a partial hedge against declines in the value of portfolio securities or against
increases in the value of securities to be acquired, up to the amount of the
premium.

Each Fund may also purchase put and call Options. Put Options are purchased to
hedge against a decline in the value of securities held in the Fund's portfolio.
If such a decline occurs, the put Options will permit the Fund to sell the
securities underlying such Options at the exercise price, or to close out the
Options at a profit. A Fund will purchase call Options to hedge against an
increase in the price of securities that the Fund anticipates purchasing in the
future. If such an increase occurs, the call Option will permit the Fund to
purchase the securities underlying such Option at the exercise price or to close
out the Option at a profit. The premium paid for a call or put Option plus any
transaction costs will reduce the benefit, if any, realized by the Fund upon
exercise of the Option, and, unless the price of the underlying security rises
or declines sufficiently, the Option may expire worthless to the Fund. In
addition, in the event that the price of the security in connection with which
an Option was purchased moves in a direction favorable to a Fund, the benefits
realized by the Fund as a result of such favorable movement will be reduced by
the amount of the premium paid for the Option and related transaction costs.

The staff of the SEC has taken the position that purchased over-the-counter
Options and assets used to cover written over-the-counter Options are illiquid
and, therefore, together with other illiquid securities, cannot exceed 15% of a
Fund's assets. Although the Adviser disagrees with this position, the Adviser
intends to limit each Fund's writing of over-the-counter Options in accordance
with the following procedure. Except as provided below, the Fund intends to
write over-the-counter Options only with primary U.S. Government securities
dealers recognized by the Federal Reserve Bank of New York. Also, the contracts
each Fund has in place with such primary dealers will provide that the Fund has
the absolute right to repurchase an Option it writes at any time at a price
which represents the fair market value, as determined in good faith through
negotiation between the parties, but which in no event will exceed a price
determined pursuant to a formula in the contract. Although the specific formula
may vary between contracts with different primary dealers, the formula will
generally be based on a multiple of the premium received by a Fund for writing
the Option, plus the amount, if any, of the Option's intrinsic value (i.e., the
amount that the Option is in-the-money). The formula may also include a factor
to account for the difference between the price of the security and the strike
price of the Option if the Option is written out-of-the-money. Each Fund will
treat all or a portion of the formula as illiquid for purposes of the 15% test
imposed by the SEC staff. The Fund may also write over-the-counter Options with
non-primary dealers, including foreign dealers, and will treat the assets used
to cover these Options as illiquid for purposes of such 15% test.

OPTIONS ON STOCK INDICES: As noted in the Prospectus, each Fund may write (sell)
covered call and put options and purchase call and put options on stock indices
("Options on Stock Indices"). The Fund may cover call Options on Stock Indices
by owning securities whose price changes, in the opinion of the Adviser or the
Sub-Adviser, are expected to be similar to those of the underlying index, or by
having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities in its portfolio. Where a Fund covers a call option on a stock index
through ownership of securities, such securities may not match the composition
of the index and, in that event, the Fund will not be fully covered and could be
subject to risk of loss in the event of adverse changes in the value of the
index. Each Fund may also cover call options on stock indices by holding a call
on the same index and in the same principal amount as the call written where the
exercise price of the call held (a) is equal to or less than the exercise price
of the call written or (b) is greater than the exercise price of

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<PAGE> 40

the call written if the difference is maintained by the Fund in cash or cash
equivalents in a segregated account with its custodian. Each Fund may cover put
options on stock indices by maintaining cash or cash equivalents with a value
equal to the exercise price in a segregated account with its custodian, or else
by holding a put on the same security and in the same principal amount as the
put written where the exercise price of the put held (a) is equal to or greater
than the exercise price of the put written or (b) is less than the exercise
price of the put written if the difference is maintained by the Fund in cash or
cash equivalents in a segregated account with its custodian. Put and call
options on stock indices may also be covered in such other manner as may be in
accordance with the rules of the exchange on which, or the counterparty with
which, the option is traded and applicable laws and regulations.

Each Fund will receive a premium from writing a put or call option on a stock
index, which increases the Fund's gross income in the event the option expires
unexercised or is closed out at a profit. If the value of an index on which a
Fund has written a call option falls or remains the same, the Fund will realize
a profit in the form of the premium received (less transaction costs) that could
offset all or a portion of any decline in the value of the securities it owns.
If the value of the index rises, however, the Fund will realize a loss in its
call option position, which will reduce the benefit of any unrealized
appreciation in the Fund's stock investments. By writing a put option, a Fund
assumes the risk of a decline in the index. To the extent that the price changes
of securities owned by a Fund correlate with changes in the value of the index,
writing covered put options on indices will increase a Fund's losses in the
event of a market decline, although such losses will be offset in part by the
premium received for writing the option.

Each Fund may also purchase put options on stock indices to hedge its
investments against a decline in value. By purchasing a put option on a stock
index, a Fund will seek to offset a decline in the value of securities it owns
through appreciation of the put option. If the value of the Fund's investments
does not decline as anticipated, or if the value of the option does not
increase, the Fund's loss will be limited to the premium paid for the option
plus related transaction costs. The success of this strategy will largely depend
on the accuracy of the correlation between the changes in value of the index and
the changes in value of the Fund's security holdings.

The purchase of call options on stock indices may be used by a Fund to attempt
to reduce the risk of missing a broad market advance, or an advance in an
industry or market segment, at a time when the Fund holds uninvested cash or
short-term debt securities awaiting investment. When purchasing call options for
this purpose, a Fund will also bear the risk of losing all or a portion of the
premium paid if the value of the index does not rise. The purchase of call
options on stock indices when a Fund is substantially fully invested is a form
of leverage, up to the amount of the premium and related transaction costs, and
involves risks of loss and of increased volatility similar to those involved in
purchasing calls on securities the Fund owns.

FUTURES CONTRACTS: Each Fund may enter into contracts for the purchase or sale
for future delivery of fixed income securities or foreign currencies or
contracts based on indices of securities as such instruments become available
for trading ("Futures Contracts"). This investment technique is designed to
hedge (i.e., to protect) against anticipated future changes in interest or
exchange rates which otherwise might adversely affect the value of a Fund's
portfolio securities or adversely affect the prices of long-term bonds or other
securities which a Fund intends to purchase at a later date. Futures Contracts
may also be entered into for non-hedging purposes to the extent permitted by
applicable law. A "sale" of a Futures Contract means a contractual obligation to
deliver the securities or foreign currency called for by the contract at a fixed
price at a specified time in the future. A "purchase" of a Futures Contract
means a contractual obligation to acquire the securities or foreign currency at
a fixed price at a specified time in the future.

While Futures Contracts provide for the delivery of securities or currencies,
such deliveries are very seldom made. Generally, a Futures Contract is
terminated by entering into an offsetting transaction. A Fund will incur
brokerage fees when it purchases and sells Futures Contracts. At the time such a
purchase or sale is made, the Fund must allocate cash or securities as a margin
deposit ("initial deposit"). It is expected that the initial deposit will vary
but may be as low as 5% or less of the value of the contract. The Futures
Contract is valued daily thereafter and the payment of "variation margin" may be
required to be paid or received, so that each day the Fund may provide or
receive cash that reflects the decline or increase in the value of the contract.

The purpose of the purchase or sale of a Futures Contract, for hedging purposes
in the case of a portfolio holding long-term debt securities, is to protect a
Fund from fluctuations in interest rates without actually buying or selling
long-term debt securities. For example, if a Fund owned long-term bonds and
interest rates were expected to increase, the Fund might enter into Futures
Contracts for the sale of debt securities. If interest rates did increase, the
value of the debt securities in the portfolio would decline, but the value of
the Fund's Futures Contracts should increase at approximately the same rate,
thereby keeping the net asset value of the Fund from declining as much as it
otherwise would have. A Fund could accomplish similar results by selling bonds
with long maturities and investing in bonds with short maturities when interest
rates are expected to increase or by buying bonds with long maturities and
selling bonds with short maturities when interest rates are expected to decline.
However, since the futures market is more liquid than the cash market, the use
of Futures Contracts as an investment technique allows a Fund to maintain a
defensive position without having to sell its portfolio securities. Transactions
entered into for non-hedging purposes have greater risk,

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<PAGE> 41

including the risk of losses which are not offset by gains on other portfolio
assets.

Similarly, when it is expected that interest rates may decline, Futures
Contracts may be purchased to hedge against anticipated purchases of long-term
bonds at higher prices. Since the fluctuations in the value of Futures Contracts
should be similar to that of long-term bonds, a Fund could take advantage of the
anticipated rise in the value of long-term bonds without actually buying them
until the market had stabilized. At that time, the Futures Contracts could be
liquidated and the Fund could buy long-term bonds on the cash market. Purchases
of Futures Contracts would be particularly appropriate when the cash flow from
the sale of new shares of a Fund could have the effect of diluting dividend
earnings. To the extent a Fund enters into Futures Contracts for this purpose,
the assets in the segregated asset account maintained to cover the Fund's
obligations with respect to such Futures Contracts will consist of cash, cash
equivalents or short-term money market instruments from the portfolio of the
Fund in an amount equal to the difference between the fluctuating market value
of such Futures Contracts and the aggregate value of the initial and variation
margin payments made by the Fund with respect to such Futures Contracts, thereby
assuring that the transactions are unleveraged.

Futures Contracts on foreign currencies may be used in a similar manner, in
order to protect against declines in the dollar value of portfolio securities
denominated in foreign currencies, or increases in the dollar value of
securities to be acquired.

A Futures Contract on an index of securities provides for the making and
acceptance of a cash settlement based on changes in value of the underlying
index. The index underlying a Futures Contract is a broad based index of fixed-
income securities designed to reflect movements in the relevant market as a
whole.

OPTIONS ON FUTURES CONTRACTS: Each Fund may write and purchase Options to buy or
sell Futures Contracts ("Options on Futures Contracts") for hedging purposes.
Each Fund may also enter into transactions in Options on Futures Contracts for
non-hedging purposes to the extent permitted by applicable law. The purchase of
a call Option on a Futures Contract is similar in some respects to the purchase
of a call option on an individual security. Depending on the pricing of the
option compared to either the price of the Futures Contract upon which it is
based or the price of the underlying debt securities, it may or may not be less
risky than ownership of the Futures Contract or underlying securities. As with
the purchase of Futures Contracts, when a Fund is not fully invested it may
purchase a call Option on a Futures Contract to hedge against a market advance
due to declining interest rates.

The writing of a call Option on a Futures Contract constitutes a partial hedge
against declining prices of the security underlying the Futures Contract. If the
futures price at expiration of the option is below the exercise price, a Fund
will retain the full amount of the option premium, less related transaction
costs, which provides a partial hedge against any decline that may have occurred
in the Fund's portfolio holdings. The writing of a put Option on a Futures
Contract constitutes a partial hedge against increasing prices of the security
underlying the Futures Contract. If the futures price at expiration of the
option is higher than the exercise price, the Fund will retain the full amount
of the option premium, less related transaction costs, which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option a Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its futures positions, a Fund's
losses from existing Options on Futures Contracts may to some extent be reduced
or increased by changes in the value of portfolio securities.

Each Fund may purchase Options on Futures Contracts for hedging purposes as an
alternative to purchasing or selling the underlying Futures Contracts. For
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline, or a decline in the dollar value of
foreign currencies in which portfolio securities are denominated, a Fund may, in
lieu of selling Futures Contracts, purchase put options thereon. In the event
that such decrease in portfolio value occurs, it may be offset, in whole or
part, by a profit on the option. Conversely, where it is projected that the
value of securities to be acquired by a Fund will increase prior to acquisition,
due to a market advance or a rise in the dollar value of foreign currencies in
which securities to be acquired are denominated, a Fund may purchase call
Options on Futures Contracts, rather than purchasing the underlying Futures
Contracts. As in the case of Options, the writing of Options on Futures
Contracts may require a Fund to forego all or a portion of the benefits of
favorable movements in the price of portfolio securities, and the purchase of
Options on Futures Contracts may require a Fund to forego all or a portion of
such benefits up to the amount of the premium paid and related transaction
costs.

The amount of risk a Fund assumes when it purchases an Option on a Futures
Contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying Futures
Contract will not be fully reflected in the value of the option purchased.

A Fund's ability to engage in the options and futures strategies described above
will depend on the availability of liquid markets in such instruments. It is
impossible to predict the amount of trading interest that may exist in various
types of options or futures. Therefore, no assurance can be given that a Fund
will be able to utilize these

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<PAGE> 42

instruments effectively for the purposes set forth above. Furthermore, a Fund's
ability to engage in options and futures transactions may be limited by tax
considerations.

Each Fund may cover the writing of call Options on Futures Contracts (a) through
purchases of the underlying Futures Contract, (b) through ownership of the
instrument, or instruments included in the index, underlying the Futures
Contract, or (c) through the holding of a call on the same Futures Contract and
in the same principal amount as the call written where the exercise price of the
call held (i) is equal to or less than the exercise price of the call written or
(ii) is greater than the exercise price of the call written if the difference is
maintained by the Fund in cash, short-term money market instruments, U.S.
Government securities or other liquid, high grade debt securities in a
segregated account with its custodian. A Fund may cover the writing of put
Options on Futures Contracts (a) through sales of the underlying Futures
Contract, (b) through segregation of cash, short-term money market instruments,
U.S. Government securities or other liquid, high grade debt securities in an
amount equal to the value of the security or index underlying the Futures
Contract, or (c) through the holding of a put on the same Futures Contract and
in the same principal amount as the put written where the exercise price of the
put held is equal to or greater than the exercise price of the put written, or
is less than the exercise price of the put written if the difference is
maintained by the Fund in cash, short-term money market instruments, U.S.
Government securities or other liquid, high grade debt securities in a
segregated account with its custodian. Put and call Options on Futures Contracts
may also be covered in such other manner as may be in accordance with the rules
of the exchange on which the option is traded and applicable laws and
regulations. Upon the exercise of a call Option on a Futures Contract written by
a Fund, the Fund will be required to sell the underlying Futures Contract which,
if the Fund has covered its obligation through the purchase of such Contract,
will serve to liquidate its futures position. Similarly, where a put Option on a
Futures Contract written by a Fund is exercised, the Fund will be required to
purchase the underlying Futures Contract which, if the Fund has covered its
obligation through the sale of such contract, will close out its futures
position. An Option on a Futures Contract is traded on the same contract market
as the underlying Futures Contact, subject to regulation by the CFTC and the
performance guarantee of the exchange clearing house. Options on Futures
Contracts, as noted in the Prospectus, are also traded on foreign exchanges.

FORWARD CONTRACTS: Each Fund may enter into forward foreign currency exchange
contracts for the purchase or sale of a specific currency at a future date at a
price set at the time of the contract (a "Forward Contract"). Each Fund may also
enter into Forward Contracts for "cross-hedging" as noted in the Prospectus. A
Fund may enter into Forward Contracts for hedging purposes as well as for
non-hedging purposes. Transactions in Forward Contracts entered into for hedging
purposes will include forward purchases or sales of foreign currencies for the
purpose of protecting the dollar value of fixed income securities denominated in
a foreign currency or protecting the dollar equivalent of interest or dividends
to be paid on such securities. By entering into such transactions, however, a
Fund may be required to forego the benefits of advantageous changes in exchange
rates. Each Fund may also enter into transactions in Forward Contracts for other
than hedging purposes which presents greater profit potential but also involves
increased risk. For example, if the Adviser or the Sub-Adviser believes that the
value of a particular foreign currency will increase or decrease relative to the
value of the U.S. dollar, a Fund may purchase or sell such currency,
respectively, through a Forward Contract. If the expected changes in the value
of the currency occur, the Fund will realize profits which will increase its
gross income. Where exchange rates do not move in the direction or to the extent
anticipated, however, the Fund may sustain losses which will reduce its gross
income. Such transactions, therefore, could be considered speculative.

Each Fund has established procedures consistent with statements by the SEC and
its staff regarding the use of Forward Contracts by registered investment
companies, which require the use of segregated assets or "cover" in connection
with the purchase and sale of such contracts. In those instances in which a Fund
satisfies this requirement through segregation of assets, it will maintain, in a
segregated account, cash, cash equivalents or high grade debt securities, which
will be marked to market on a daily basis, in an amount equal to the value of
its commitments under Forward Contracts. While these contracts are not presently
regulated by the CFTC, the CFTC may in the future assert authority to regulate
Forward Contracts. In such event, a Fund's ability to utilize Forward Contracts
in the manner set forth above may be restricted.

OPTIONS ON FOREIGN CURRENCIES: Each Fund may purchase and write put and call
options on foreign currencies ("Options on Foreign Currencies") for the purpose
of protecting against declines in the dollar value of foreign portfolio
securities and against increases in the dollar cost of foreign securities to be
acquired. For example, a decline in the dollar value of a foreign currency in
which portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such diminutions in the value of portfolio securities,
a Fund may purchase put options on the foreign currency. If the value of the
currency did decline, the Fund would have the right to sell such currency for a
fixed amount in dollars and would thereby offset, in whole or in part, the
adverse effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, a Fund may purchase call options thereon. The purchase of such

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<PAGE> 43

options could offset, at least partially, the effects of the adverse movements
in exchange rates. As in the case of other types of options, however, the
benefit to a Fund deriving from purchases of foreign currency options would be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, a Fund could sustain losses on transactions in foreign currency
options, which would require it to forego a portion or all of the benefits of
advantageous changes in such rates.

Each Fund may write Options on Foreign Currencies for hedging purposes in a
manner similar to the way Forward Contracts will be utilized. For example, where
a Fund anticipates a decline in the dollar value of foreign-denominated
securities due to adverse fluctuations in exchange rates it may, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurred, the option would most likely not be exercised, and
the diminution in value of portfolio securities would be offset by the amount of
the premium received less related transaction costs.

Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, a Fund could write a
put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the amount of the premium, less transaction costs, and only if rates
move in the expected direction. If this does not occur, the option may be
exercised and the Fund would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of Options on Foreign Currencies, a Fund also may be required to
forego all or a portion of the benefits which might otherwise have been obtained
from favorable movements in exchange rates.

All call and put options written on foreign currencies will be covered. A call
option written on foreign currencies by a Fund is "covered" if the Fund owns the
underlying foreign currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash consideration (or
for additional cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other foreign currency held in its portfolio. A
call option is also covered if a Fund has a call on the same foreign currency
and in the same principal amount as the call written where the exercise price of
the call held (a) is equal to or less than the exercise price of the call
written or (b) is greater than the exercise price of the call written if the
difference is maintained by the Fund in cash or cash equivalents in a segregated
account with its custodian. A put option written by a Fund is "covered" if the
Fund maintains cash or cash equivalents with a value equal to the exercise price
in a segregated account with its custodian, or else holds a put on the same
security and in the same principal amount as the put written where the exercise
price of the put held (a) is equal to or greater than the exercise price of the
put written or (b) is less than the exercise price of the put written if the
difference is maintained by the Fund in cash or cash equivalents in a segregated
account with its custodian. Call and put options on foreign currencies may also
be covered in such other manner as may be in accordance with the requirements of
the exchange on which, or the counterparty with which, the option is traded and
applicable rules and regulations.

ADDITIONAL RISKS OF INVESTING IN OPTIONS ON SECURITIES, OPTIONS ON STOCK
INDICES, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND
OPTIONS ON FOREIGN CURRENCIES: Unlike transactions entered into by a Fund in
Futures Contracts, Options on Foreign Currencies and Forward Contracts are not
traded on contract markets regulated by the Commodity Futures Trading Commission
(the "CFTC") or (with the exception of certain foreign currency options) by the
SEC. To the contrary, such instruments are traded through financial institutions
acting as market-makers, although foreign currency options are also traded on
certain national securities exchanges, such as the Philadelphia Stock Exchange
and the Chicago Board Options Exchange, subject to SEC regulation. Similarly,
options on securities and on stock indices may be traded over-the-counter. In an
over-the-counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there are no daily
price fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the option writer and a
trader of Forward Contracts could lose amounts substantially in excess of their
initial investments, due to the margin and collateral requirements associated
with such positions.

A Fund's ability effectively to hedge all or a portion of its portfolio through
transactions in options, Futures Contracts, and Forward Contracts will depend on
the degree to which price movements in the underlying instruments correlate with
price movements in the relevant portion of the Fund's portfolio. If the values
of fixed income portfolio securities being hedged do not move in the same amount
or direction as the instruments underlying options, Futures Contracts or Forward
Contracts traded, a Fund's hedging strategy may not be successful and the Fund
could sustain losses on its hedging strategy which would not be offset by gains
on its portfolio. It is also possible that there may be a negative correlation
between the instrument underlying an Option, Futures Contract or Forward
Contract traded and the portfolio securities being hedged, which could result in
losses both on the hedging transaction and the portfolio securities. In such
instances, a Fund's overall return could be less than if the hedging transaction
had not been undertaken. In the

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case of futures and Options on fixed income securities, the portfolio securities
which are being hedged may not be the same type of obligation underlying such
contract. As a result, the correlation probably will not be exact. Consequently,
a Fund bears the risk that the price of the fixed income portfolio securities
being hedged will not move in the same amount or direction as the underlying
index or obligation. Where a Fund enters into Forward Contracts as a "cross
hedge" (i.e., the purchase or sale of a Forward Contract on one currency to
hedge against risk of loss arising from changes in value of a second currency),
the Fund incurs the risk of imperfect correlation between changes in the values
of the two currencies, which could result in losses.

The correlation between prices of securities and prices of Options, Futures
Contracts or Forward Contracts may be distorted due to differences in the nature
of the markets, such as differences in margin requirements, the liquidity of
such markets and the participation of speculators in the Option, Futures
Contract and Forward Contract markets. The trading of Options on Futures
Contracts also entails the risk that changes in the value of the underlying
Futures Contract will not be fully reflected in the value of the option. The
risk of imperfect correlation, however, generally tends to diminish as the
maturity or termination date of the Option, Futures Contract or Forward Contract
approaches.

The trading of Options, Futures Contracts and Forward Contracts also entails the
risk that, if the Adviser's or the Sub-Adviser's judgment as to the general
direction of exchange rates is incorrect, a Fund's overall performance may be
poorer than if it had not entered into any such contract.

It should be noted that each Fund may purchase and write Options, Futures
Contracts, Options on Futures Contracts and Forward Contracts not only for
hedging purposes, but also for non-hedging purposes to the extent permitted by
applicable law for the purpose of increasing its return. As a result, a Fund
will incur the risk that losses on such transactions will not be offset by
corresponding increases in the value of portfolio securities or decreases in the
cost of securities to be acquired.

POTENTIAL LACK OF A LIQUID SECONDARY MARKET -- Prior to exercise or
expiration, a position in an exchange-traded Option, Futures Contract, Option on
a Futures Contract or Option on a Foreign Currency can only be terminated by
entering into a closing purchase or sale transaction, which requires a secondary
market for such instruments on the exchange on which the initial transaction was
entered into. If no such market exists, it may not be possible to close out a
position, and a Fund could be required to purchase or sell the underlying
instrument or meet ongoing variation margin requirements. The inability to close
out option or futures positions also could have an adverse effect on a Fund's
ability effectively to hedge its portfolio.

The liquidity of a secondary market in an Option or Futures Contract may be
adversely affected by "daily price fluctuation limits", established by the
exchanges, which limit the amount of fluctuation in the price of a contract
during a single trading day and prohibit trading beyond such limits once they
have been reached. Such limits could prevent a Fund from liquidating open
positions, which could render its hedging strategy unsuccessful and result in
trading losses. The exchanges on which Options and Futures Contracts are traded
have also established a number of limitations governing the maximum number of
positions which may be traded by a trader, whether acting alone or in concert
with others. Further, the purchase and sale of exchange-traded Options and
Futures Contracts is subject to the risk of trading halts, suspensions, exchange
or clearing corporation equipment failures, government intervention, insolvency
of a brokerage firm, intervening broker or clearing corporation or other
disruptions of normal trading activity, which could make it difficult or
impossible to liquidate existing positions or to recover excess variation margin
payments.

OPTIONS ON FUTURES CONTRACTS -- In order to profit from the purchase of an
Option on a Futures Contract, it may be necessary to exercise the option and
liquidate the underlying Futures Contract, subject to all of the risks of
futures trading. The writer of an Option on a Futures Contract is subject to the
risks of futures trading, including the requirement of initial and variation
margin deposits.

ADDITIONAL RISKS OF TRANSACTIONS RELATED TO FOREIGN CURRENCIES AND TRANSACTIONS
NOT CONDUCTED ON U.S. EXCHANGES: The available information on which a Fund will
make trading decisions concerning transactions related to foreign currencies or
foreign securities may not be as complete as the comparable data on which a Fund
makes investment and trading decisions in connection with other transactions.
Moreover, because the foreign currency market is a global, 24-hour market, and
the markets for foreign securities as well as markets in foreign countries may
be operating during non-business hours in the U.S., events could occur in such
markets which would not be reflected until the following day, thereby rendering
it more difficult for a Fund to respond in a timely manner.

In addition, over-the-counter transactions can only be entered into with a
financial institution willing to take the opposite side, as principal, of a
Fund's position, unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Fund. This
could make it difficult or impossible to enter into a desired transaction or
liquidate open positions, and could therefore result in trading losses. Further,
over-the-counter transactions are not subject to the performance guarantee of an
exchange clearing house and a Fund will therefore be subject to the risk of
default by, or the bankruptcy of, a financial institution or other counterparty.

Transactions on exchanges located in foreign countries may not be conducted in
the same manner as those entered into

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<PAGE> 45

on U.S. exchanges, and may be subject to different margin, exercise, settlement
or expiration procedures.

As a result, many of the risks of over-the-counter trading may be present in
connection with such transactions. Moreover, the SEC or CFTC has jurisdiction
over the trading in the U.S. of many types of over-the-counter and foreign
instruments, and such agencies could adopt regulations or interpretations which
would make it difficult or impossible for a Fund to enter into the trading
strategies identified herein or to liquidate existing positions.

As a result of its investments in foreign securities, a Fund may receive
interest or dividend payments, or the proceeds of the sale or redemption of such
securities, in the foreign currencies in which such securities are denominated.
A Fund may also be required to receive delivery of the foreign currencies
underlying Options on Foreign Currencies or Forward Contracts it has entered
into. This could occur, for example, if an option written by a Fund is exercised
or the Fund is unable to close out a Forward Contract it has entered into. In
addition, the Fund may elect to take delivery of such currencies. Under certain
circumstances, such as where the Adviser or the Sub-Adviser believes that the
applicable exchange rate is unfavorable at the time the currencies are received
or the Adviser or the Sub-Adviser anticipates, for any other reason, that the
exchange rate will improve, a Fund may hold such currencies for an indefinite
period of time. While the holding of currencies will permit a Fund to take
advantage of favorable movements in the applicable exchange rate, such strategy
also exposes the Fund to risk of loss if exchange rates move in a direction
adverse to the Fund's position. Such losses could reduce any profits or increase
any losses sustained by a Fund from the sale or redemption of securities and
could reduce the dollar value of interest or dividend payments received.

RESTRICTIONS ON THE USE OF OPTIONS AND FUTURES: In order to assure that each
Fund will not be deemed to be a "commodity pool" for purposes of the Commodity
Exchange Act, regulations of the CFTC require that a Fund enter into
transactions in Futures Contracts and Options on Futures Contracts only (i) for
bona fide hedging purposes (as defined in CFTC regulations), or (ii) for
non-hedging purposes, provided that the aggregate initial margin and premiums on
such non-hedging positions does not exceed 5% of the liquidation value of each
Fund's assets. In addition, each Fund must comply with the requirements of
various state securities laws in connection with such transactions.

Each Fund has adopted the additional restriction that it will not enter into a
Futures Contract if, immediately thereafter, the value of securities and other
obligations underlying all such Futures Contracts would exceed 50% of the value
of the Fund's total assets. Moreover, each Fund will not purchase put and call
Options if, as a result, more than 5% of its total assets would be invested in
such Options.

When each Fund purchases a Futures Contract, an amount of cash and cash
equivalents will be deposited in a segregated account with the Fund's custodian
so that the amount so segregated will at all times equal the value of the
Futures Contract, thereby ensuring that the use of such Futures Contract is
unleveraged.

INDEXED SECURITIES: Each Fund may purchase securities whose prices are indexed
to the prices of other securities, securities, indices, currencies, or other
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. Currency-indexed securities
typically are short-term to intermediate-term debt securities whose maturity
values or interest rates are determined by reference to the values of one or
more specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
that performs similarly to a foreign-denominated instrument, or their maturity
value may decline when foreign currencies increase, resulting in a security
whose price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their value may decline
substantially if the issuer's creditworthiness deteriorates.

SWAPS AND RELATED TRANSACTIONS: Each Fund may enter into interest rate swaps,
currency swaps and other types of available swap agreements, such as caps,
collars and floors.

Swap agreements may be individually negotiated and structured to include
exposure to a variety of different types of investments or market factors.
Depending on their structure, swap agreements may increase or decrease a Fund's
exposure to long or short-term interest rates (in the U.S. or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as securities prices or inflation rates. Swap agreements can take
many different forms and are known by a variety of names. A Fund is not limited
to any particular form or variety of swap agreement if MFS determines it is
consistent with the Fund's investment objective and policies.

Each Fund will maintain cash or appropriate liquid assets with its custodian to
cover its current obligations under swap transactions. If a Fund enters into a
swap agreement on a net basis (i.e., the two payment streams are netted out,
with the Fund receiving or paying, as the case may be, only the net amount of
the two payments), the Fund will maintain cash or liquid assets with its
custodian with a daily

13
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value at least equal to the excess, if any, of the Fund's accrued obligations
under the swap agreement over the accrued amount of the Fund is entitled to
receive under the agreement. If a Fund enters into a swap agreement on other
than a net basis, it will maintain cash or liquid assets with a value equal to
the full amount of the Fund's accrued obligations under the agreement.

The most significant factor in the performance of swaps, caps, floors and
collars is the change in the specific interest rate, currency or other factor
that determines the amount of payments to be made under the arrangement. If the
Adviser or the Sub-Adviser is incorrect in its forecasts of such factors, the
investment performance of a Fund would be less than what it would have been if
these investment techniques had not been used. If a swap agreement calls for
payments by a Fund, the Fund must be prepared to make such payments when due. In
addition, if the counter-party's creditworthiness declined, the value of the
swap agreement would be likely to decline, potentially resulting in losses. If
the counterparty defaults, a Fund's risk of loss consists of the net amount of
payments that the Fund is contractually entitled to receive. Each Fund
anticipates that it will be able to eliminate or reduce its exposure under these
arrangements by assignment or other disposition or by entering into an
offsetting agreement with the same or another counterparty.
------------------------------------

The policies stated above are not fundamental and may be changed without
shareholder approval, as may each Fund's investment objective.

INVESTMENT RESTRICTIONS: Each Fund has adopted the following restrictions which
cannot be changed without the approval of the holders of a majority of the
Fund's shares (which, as used in this Statement of Additional Information, means
the lesser of (i) more than 50% of the outstanding shares of the Trust or a Fund
or class, as applicable, or (ii) 67% or more of the outstanding shares of the
Trust or a Fund or class, as applicable, present at a meeting at which holders
of more than 50% of the outstanding shares of the Trust or a Fund or class, as
applicable, are represented in person or by proxy):

Each Fund 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 Fund
may technically be deemed an underwriter under the Securities Act of 1933 in
selling a portfolio security;

(3) purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein and
securities of companies, such as real estate investment trusts, which deal in
real estate or interests therein), interests in oil, gas or mineral leases,
commodities or commodity contracts (excluding 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 Fund 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;

(4) issue any senior securities except as permitted by the 1940 Act. For
purposes of this restriction, collateral arrangements with respect to any type
of option (including Options on Futures Contracts, Options, Options on Stock
Indices and Options on Foreign Currencies), any type of swap agreement,
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;

(5) make loans to other persons. For these purposes, the purchase of
short-term commercial paper, the purchase of a portion or all of an issue of
debt securities, the lending of portfolio securities, or the investment of the
Fund's assets in repurchase agreements, shall not be considered the making of
a loan; or

(6) purchase any securities of an issuer of a particular industry, if as a
result, more than 25% of its 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).

In addition, each Fund has the following nonfundamental policies which may be
changed without shareholder approval. Each Fund 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 Fund's
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 Fund's limitation on investment in illiquid
securities. Securities that are not registered under the Securities Act of
1933, as amended, and sold in reliance on Rule 144A thereunder, but are
determined to be liquid by the Trust's Board of Trustees (or its delegee),
will not be subject to this 15% limitation;

(2) invest more than 10% of the value of the Fund's net assets, valued at
the lower of cost or market, in warrants. Included within such amount may be
warrants which are

14
<PAGE> 47

not listed on the New York or American Stock Exchange. Warrants acquired by
the Fund in units or attached to securities may be deemed to be without value;

(3) invest for the purpose of exercising control or management;

(4) purchase securities issued by any other investment company in excess of
the amount permitted by the 1940 Act, except when such purchase is part of a
plan of merger or consolidation;

(5) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of the Fund,
or is an officer or a director of the investment adviser or a sub-adviser of
the Fund, if one or more of such persons also owns beneficially more than 0.5%
of the securities of such issuer, and such persons owning more than 0.5% of
such securities together own beneficially more than 5% of such securities;

(6) purchase any securities or evidences of interest therein on margin,
except that the Fund may obtain such short-term credit as may be necessary for
the clearance of any transaction and except that the Fund may make margin
deposits in connection with any type of option (including Options on Futures
Contracts, Options, Options on Stock Indices and Options on Foreign
Currencies), any type of swap agreement, any type of futures contract
(including Futures Contracts) and Forward Contracts;

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

(8) invest more than 5% of its gross assets in companies which, including
predecessors, controlling persons, sponsoring entities, general partners and
guarantors, have a record of less than three years' continuous operation or
relevant business experience;

(9) pledge, mortgage or hypothecate in excess of 33 1/3% of its gross
assets. For purposes of this restriction, collateral arrangements with respect
to any type of option, (including Options on Futures Contracts, Options,
Options on Stock Indices and Options on Foreign Currencies), any type of swap
agreement, any type of futures contract (including Futures Contracts), Forward
Contracts and payments of initial and variation margin in connection
therewith, are not considered a pledge of assets;

(10) borrow, except as a temporary measure for extraordinary or emergency
purposes; or

(11) purchase or sell any put or call option or any combination thereof,
provided that this shall not prevent (a) the purchase, ownership, holding or
sale of (i) warrants where the grantor of the warrants is the issuer of the
underlying securities, (ii) put or call options or combinations thereof with
respect to securities or indexes of securities or (iii) Options on Foreign
Currencies, any type of swap agreement or any type of futures contract
(including Futures Contracts) or (b) the purchase, ownership, holding or sale
of contracts for the future delivery of securities or currencies.

3. MANAGEMENT OF THE FUNDS

The Trust's Board of Trustees provides broad supervision over the affairs of
each Fund. The Adviser is responsible for the investment management of each
Fund's assets, and the officers of the Trust are responsible for its operations.
The Trustees and officers are listed below, together with their principal
occupations during the past five years. (Their titles may have varied during
that period.)

TRUSTEES

A. KEITH BRODKIN,* Chairman and President
Massachusetts Financial Services Company, Chairman and Director

RICHARD B. BAILEY*
Private investor; Massachusetts Financial Services Company, former Chairman and
Director (prior to September 30, 1991)

PETER G. HARWOOD
Private Investor
Address: 211 Lindsay Pond Road, Concord, Massachusetts

J. ATWOOD IVES
Eastern Enterprises (diversified holding company), Chairman and Chief Executive
Officer (since December 1991); General Cinema Corporation, Vice Chairman and
Chief Financial Officer (prior to December 1991); The Neiman Marcus Group,
Inc., Vice Chairman and Chief Financial Officer (prior to December 1991);
United States Filter Corporation, Director
Address: 9 Riverside Road, Weston, Massachusetts

LAWRENCE T. PERERA
Hemenway & Barnes (attorneys), Partner
Address: 60 State Street, Boston, Massachusetts

WILLIAM J. POORVU
Harvard University Graduate School of Business Administration, Adjunct
Professor; CBL & Associates Properties, Inc. (a real estate investment trust),
Director; The Baupost Fund (a registered investment company), Vice Chairman
(since November 1993), Chairman and Trustee (prior to November 1993)
Address: Harvard Business School, Soldiers Field Road, Cambridge, Massachusetts

CHARLES W. SCHMIDT
Private Investor; Raytheon Company (diversified electronics manufacturer),
Senior Vice President (prior to December 1990); OHM Corporation, Director; The
Boston Company, Director; Boston Safe Deposit and Trust Company, Director
Address: 30 Colpitts Road, Weston, Massachusetts

ARNOLD D. SCOTT*
Massachusetts Financial Services Company, Senior Executive Vice President and
Secretary

15
<PAGE> 48

JEFFREY L. SHAMES*
Massachusetts Financial Services Company, President

ELAINE R. SMITH
Independent Consultant; Brigham and Women's Hospital, Executive Vice President
and Chief Operating Officer (from August 1990 to September 1992)
Address: Weston, Massachusetts

DAVID B. STONE
North American Management Corp. (investment advisers), Chairman; Eastern
Enterprises (diversified holding company), Director
Address: 10 Post Office Square, Suite 300, Boston, Massachusetts

OFFICERS

W. THOMAS LONDON,* Treasurer
Massachusetts Financial Services Company, Senior Vice President and Assistant
Treasurer

STEPHEN E. CAVAN,* Secretary and Clerk
Massachusetts Financial Services Company, Senior Vice President, General Counsel
and Assistant Secretary

JAMES O. YOST,* Assistant Treasurer;
Massachusetts Financial Services Company, Vice President

JAMES R. BORDEWICK, JR.,* Assistant Secretary
Massachusetts Financial Services Company, Vice President and Associate General
Counsel

[FN]
---------------

* "Interested persons" (as defined in the 1940 Act) of the Adviser, whose
address is 500 Boylston Street, Boston, Massachusetts 02116.

Each Trustee and officer holds comparable positions with certain affiliates of
MFS or with certain other funds of which MFS or a subsidiary is the investment
adviser or distributor. Mr. Brodkin, the Chairman of MFD, Messrs. Shames and
Scott, Directors of MFD, and Mr. Cavan, the Secretary of MFD, hold similar
positions with certain other MFS affiliates. Mr. Bailey is a Director of Sun
Life Assurance Company of Canada (U.S.) ("Sun Life of Canada (U.S.)"), the
corporate parent of MFS.

Each Fund pays the compensation of the non-interested Trustees and Mr. Bailey
(who currently receive a fee of $1,500 per year plus $105 per meeting and $90
per committee meeting attended, together with such Trustee's out-of-pocket
expenses), and have adopted a retirement plan for non-interested Trustees and
Mr. Bailey. Under this plan, a Trustee will retire upon reaching age 73 and if
the Trustee has completed at least 5 years of service, he would be entitled to
annual payments during his lifetime of up to 50% of such Trustee's average
annual compensation (based on the three years prior to his retirement) depending
on his length of service. A Trustee may also retire prior to age 73 and receive
reduced payments if he has completed at least 5 years of service. Under the
plan, a Trustee (or his beneficiaries) will also receive benefits for a period
of time in the event the Trustee is disabled or dies. These benefits will also
be based on the Trustee's average annual compensation and length of service.
There is no retirement plan provided by the Trust for the interested Trustees,
except Mr. Bailey. Each Fund will accrue its allocable portion of compensation
expenses under the retirement plan each year to cover the current year's service
and amortize past service cost.

Set forth in Appendix A hereto is certain information concerning the cash
compensation estimated to be paid by each Fund during its current fiscal year to
non-interested Trustees and Mr. Bailey and benefits accrued and estimated
benefits payable, under the retirement plan.

INVESTMENT ADVISER -- MFS and its predecessor organizations have a history of
money management dating from 1924. MFS is a wholly owned subsidiary of Sun Life
of Canada (U.S.), which is a subsidiary of Sun Life Assurance Company of Canada
("Sun Life").

INVESTMENT ADVISORY AGREEMENTS -- The Adviser manages each Fund pursuant to
separate Investment Advisory Agreements, each dated as of September 1, 1995 (the
"Advisory Agreements"). The Adviser provides each Fund with overall investment
advisory and administrative services, as well as general office facilities.
Subject to such policies as the Trustees may determine, the Adviser makes
investment decisions for each Fund. For these services and facilities, the
Adviser receives an annual management fee, computed and paid monthly, in an
amount equal to the following annual rates of the average daily net assets of
each Fund:

<TABLE>
<CAPTION>
PERCENTAGE OF THE
AVERAGE
DAILY NET ASSETS
FUND OF EACH FUND
--------------------------- ------------------------
<S> <C>
International Growth
Fund..................... 0.975% of the first $500
million and 0.925%
thereafter
International Growth and
Income Fund.............. 0.975% of the first $500
million and 0.925%
thereafter
Emerging Markets Equity
Fund..................... 1.25%
</TABLE>

In order to comply with the expense limitations of certain state securities
commissions, the Adviser will reduce its management fee or otherwise reimburse a
Fund for any expenses, exclusive of interest, taxes and brokerage commissions,
incurred by a Fund in any fiscal year to the extent such expenses exceed the
most restrictive of such state expense limitations. The Adviser will make
appropriate adjustments to such reimbursements in response to any amendment or
rescission of the various state requirements.

The Adviser pays the compensation of the Trust's officers and of any Trustee who
is an officer of the Adviser. The Adviser also furnishes at its own expense all
necessary administrative services, including office space, equipment, clerical
personnel, investment advisory facilities, and all executive and supervisory
personnel necessary for managing each Fund's investments, effecting its
portfolio transactions, and, in general, administering its affairs.

The Advisory Agreement with each Fund will remain in effect until August 1, 1997
and will continue in effect thereafter only if such continuance is specifically
approved

16
<PAGE> 49

at least annually by the Board of Trustees or by vote of a majority of the
Fund's shares (as defined in "Investment Policies and Restrictions") and, in
either case, by a majority of the Trustees who are not parties to the Advisory
Agreement or interested persons of any such party. Each Advisory Agreement
terminates automatically if it is assigned and may be terminated without penalty
by vote of a majority of the Fund's shares (as defined in "Investment Policies
and Restrictions"), or by either party on not more than 60 days' nor less than
30 days' written notice. Each Advisory Agreement provides that if MFS ceases to
serve as the Adviser to the Fund, the Fund will change its name so as to delete
the initials "MFS" and that MFS may render services to others and may permit
other fund clients to use the initials "MFS" in their names. Each Advisory
Agreement also provides that neither the Adviser nor its personnel shall be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the Advisory Agreement.

FCM -- FCM serves as each Fund's sub-adviser pursuant to separate Sub-Advisory
Agreements, each dated September 1, 1995 between the Adviser and FCM (the "FCM
Sub-Advisory Agreements"). Each FCM Sub-Advisory Agreement provides that the
Adviser may delegate to FCM the authority to make investment decisions for the
Fund. It is presently intended that FCM will provide portfolio management
services for the assets of the International Growth Fund and the Emerging
Markets Equity Fund and the equity portion of the assets of the International
Growth and Income Fund. For these services, the Adviser pays FCM an annual fee
computed and paid monthly in an amount equal to 0.80% and 1.00% of the average
daily net assets of the International Growth Fund and the Emerging Markets
Equity Fund, respectively, and 0.75% of the average daily net assets managed by
FCM of the International Growth and Income Fund.

FCEM -- FCEM serves as each Fund's sub-adviser pursuant to separate Sub-Advisory
Agreements, each dated September 1, 1995 between FCM and FCEM (the "FCEM Sub-
Advisory Agreements" and together with the FCM Sub-Advisory Agreements, the
"Sub-Advisory Agreements"). Each FCEM Sub-Advisory Agreement provides that FCM
may delegate to FCEM the authority to make investment decisions for the Fund. It
is presently intended that FCEM will provide portfolio management services for
the portion of the assets of the Funds invested in emerging markets securities.
For these services, FCM pays FCEM an annual fee computed and paid monthly in an
amount equal to 1.00% of the average daily net assets managed by FCEM of each
Fund.

SUB-ADVISORY AGREEMENTS -- Each Sub-Advisory Agreement will remain in effect
until August 1, 1997, and will continue in effect thereafter only if such
continuance is specifically approved at least annually by the Board of Trustees
or by the vote of a majority of the relevant Fund's outstanding shares, and, in
either case, by a majority of the Trustees who are not parties to the
Sub-Advisory Agreement or interested persons of any such party. Each FCM Sub-
Advisory Agreement terminates automatically if it is assigned and may be
terminated without penalty by the Trustees, by vote of a majority of the
relevant Fund's outstanding shares, by the Adviser on not less than 30 days' nor
more than 60 days' written notice or by FCM, on not less than 60 days' nor more
than 90 days' written notice. Each FCEM Sub-Advisory Agreement terminates
automatically if it is assigned and may be terminated without penalty by the
Trustees, by vote of a majority of the relevant Fund's outstanding shares, by
the Adviser or FCM on not less than 30 days' nor more than 60 days' written
notice or by FCEM on not less than 60 days' nor more than 90 days' written
notice.

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

CUSTODIAN

State Street Bank and Trust Company (the "Custodian") is the custodian of each
Fund's assets. The Custodian's responsibilities include safekeeping and
controlling each Fund's cash and securities, handling the receipt and delivery
of securities, determining income and collecting interest and dividends on each
Fund's investments, maintaining books of original entry for portfolio and fund
accounting and other required books and accounts, and calculating the daily net
asset value of each class of shares of each Fund. The Custodian does not
determine the investment policies of each Fund or decide which securities each
Fund will buy or sell. Each Fund may, however, invest in securities of the
Custodian and may deal with the Custodian as principal in securities
transactions. The Trustees have reviewed and approved as in the best interests
of each Fund and the shareholders subcustodial arrangements with State Street
Bank and Trust Company for securities of each Fund held outside the United
States. The Custodian also acts as the dividend disbursing agent of each Fund.
The Custodian has contracted with the Adviser for the Adviser to perform

17
<PAGE> 50

certain accounting functions related to options transactions for which the
Adviser receives remuneration on a cost basis.

SHAREHOLDER SERVICING AGENT

MFS Service Center, Inc. (the "Shareholder Servicing Agent"), a wholly owned
subsidiary of MFS, is each Fund's shareholder servicing agent, pursuant to a
Shareholder Servicing Agreement dated December 19, 1985, as modified (the
"Agency Agreement") with the Trust. The Shareholder Servicing Agent's
responsibilities under the Agency Agreement include administering and performing
transfer agent functions and the keeping of records in connection with the
issuance, transfer and redemption of each class of shares of each Fund. For
these services, the Shareholder Servicing Agent will receive a fee based on the
net assets of each class of shares of each Fund computed and paid monthly. In
addition, the Shareholder Servicing Agent will be reimbursed by each Fund for
certain expenses incurred by the Shareholder Servicing Agent on behalf of the
Fund. State Street Bank and Trust Company, the dividend and distribution
disbursing agent of each Fund, has contracted with the Shareholder Servicing
Agent to perform certain dividend and distribution disbursing functions for the
Fund.

DISTRIBUTOR

MFD, a wholly owned subsidiary of MFS, serves as distributor for the continuous
offering of shares of each Fund pursuant to a Distribution Agreement with the
Trust dated as of September 1, 1995.

CLASS A SHARES: MFD acts as agent in selling Class A shares of each Fund to
dealers. The public offering price of Class A shares of each Fund is their net
asset value next computed after the sale plus a sales charge which varies based
upon the quantity purchased. The public offering price of a Class A share of
each Fund is calculated by dividing the net asset value of a Class A share by
the difference (expressed as a decimal) between 100% and the sales charge
percentage of offering price applicable to the purchase (see "Purchases" in the
Prospectus). The sales charge scale set forth in the Prospectus applies to
purchases of Class A shares of each Fund alone or in combination with shares of
all classes of certain other funds in the MFS Family of Funds (the "MFS Funds")
and other funds (as noted under Right of Accumulation) by any person, including
members of a family unit (e.g., husband, wife and minor children) and bona fide
trustees, and also applies to purchases made under the Right of Accumulation or
a Letter of Intent (see "Investment and Withdrawal Programs" below). A group
might qualify to obtain quantity sales charge discounts (see "Investment and
Withdrawal Programs" in this Statement of Additional Information).

Class A shares of each Fund may be sold at their net asset value to certain
persons and in certain instances, as described in the Prospectus. Such sales are
made without a sales charge to promote good will with employees and others with
whom MFS, MFD and/or a Fund have business relationships, and because the sales
effort, if any, involved in making such sales is negligible.

MFD allows discounts to dealers (which are alike for all dealers) from the
applicable public offering price of the Class A shares. Dealer allowances
expressed as a percentage of offering price for all offering prices are set
forth in the Prospectus (see "Purchases" in the Prospectus). The difference
between the total amount invested and the sum of (a) the net proceeds to a Fund
and (b) the dealer commission, is the commission paid to the distributor.
Because of rounding in the computation of offering price, the portion of the
sales charge paid to the distributor may vary and the total sales charge may be
more or less than the sales charge calculated using the sales charge expressed
as a percentage of the offering price or as a percentage of the net amount
invested as listed in the Prospectus. In the case of the maximum sales charge,
the dealer retains 4.00% and MFD retains approximately 3/4 of 1% of the public
offering price. MFD, on behalf of each Fund, pays a commission to dealers who
initiate and are responsible for purchases of $1 million or more as described in
the Prospectus.

CLASS B SHARES: MFD acts as agent in selling Class B shares of each Fund to
dealers. The public offering price of Class B shares is their net asset value
next computed after the sale (see "Purchases" in the Prospectus).

GENERAL: Neither MFD nor dealers are permitted to delay placing orders to
benefit themselves by a price change. On occasion, MFD may obtain brokers loans
from various banks, including the custodian banks for the MFS Funds, to
facilitate the settlement of sales of shares of a Fund to dealers. MFD may
benefit from its temporary holding of funds paid to it by investment dealers for
the purchase of Fund shares.

The Distribution Agreement will remain in effect until August 1, 1996 and will
continue in effect thereafter only if such continuance is specifically approved
at least annually by the Board of Trustees or by vote of a majority of the
Trust's shares (as defined in "Investment Policies and
Restrictions -- Investment Restrictions") and in either case, by a majority of
the Trustees who are not parties to the Distribution Agreement or interested
persons of any such party. The Distribution Agreement terminates automatically
if it is assigned and may be terminated without penalty by either party on not
more than 60 days' nor less than 30 days' notice.

4. PORTFOLIO TRANSACTIONS AND

BROKERAGE COMMISSIONS

Specific decisions to purchase or sell securities for the Funds are made by
persons affiliated with the Adviser or the Sub-Adviser. Any such person may
serve other clients of the Adviser or the Sub-Adviser, or any subsidiary of the
Adviser

18
<PAGE> 51

or the Sub-Adviser in a similar capacity. Changes in each Fund's investments are
reviewed by the Board of Trustees.

The primary consideration in placing portfolio security transactions is
execution at the most favorable prices. The Adviser or the Sub-Adviser has
complete freedom as to the markets in and broker-dealers through which it seeks
this result. In the U.S. and in some other countries debt securities are traded
principally in the over-the-counter market on a net basis through dealers acting
for their own account and not as brokers. In other countries both debt and
equity securities are traded on exchanges at fixed commission rates. The cost of
securities purchased from underwriters includes an underwriter's commission or
concession, and the prices at which securities are purchased and sold from and
to dealers include a dealer's mark-up or mark-down. The Adviser or the
Sub-Adviser normally seeks to deal directly with the primary market makers or on
major exchanges unless, in its opinion, better prices are available elsewhere.
Subject to the requirement of seeking execution at the best available price,
securities may, as authorized by an Advisory Agreement or a Sub-Advisory
Agreement, be bought from or sold to dealers who have furnished statistical,
research and other information or services to the Adviser or the Sub-Adviser. At
present no arrangements for the recapture of commission payments are in effect.

Consistent with the foregoing primary consideration, the Rules of Fair Practice
of the NASD and such other policies as the Trustees may determine, the Adviser
or the Sub-Adviser may consider sales of shares of a Fund and of the other
investment company clients of MFD as a factor in the selection of broker-dealers
to execute the Fund's portfolio transactions.

Under an Advisory Agreement or a Sub-Advisory Agreement and as permitted by
Section 28(e) of the Securities Exchange Act of 1934, the Adviser may cause a
Fund to pay a broker-dealer which provides brokerage and research services to
the Adviser or the Sub-Adviser, an amount of commission for effecting a
securities transaction for the Fund in excess of the amount other broker-dealers
would have charged for the transaction, if the Adviser or the Sub-Adviser
determines in good faith that the greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction or their
respective overall responsibilities to the Fund or to their other clients. Not
all of such services are useful or of value in advising a Fund.

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

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

Broker-dealers may be willing to furnish statistical, research and other factual
information or services ("Research") to the Adviser or the Sub-Adviser for no
consideration other than brokerage or underwriting commissions. Securities may
be bought or sold from time to time through such broker-dealers, on behalf of a
Fund. The Trustees (together with the Trustees of the other MFS Funds) have
directed the Adviser to allocate a total of $20,000 of commission business from
the MFS Funds to the Pershing Division of Donaldson Lufkin & Jenrette as
consideration for the annual renewal of the Lipper Directors' Analytical Data
Service (which provides information useful to the Trustees in reviewing the
relationship between a Fund and the Adviser and the Sub-Adviser).

The Adviser's and the Sub-Adviser's investment management personnel attempt to
evaluate the quality of Research provided by brokers. The Adviser or the
Sub-Adviser sometimes uses evaluations resulting from this effort as a
consideration in the selection of brokers to execute portfolio transactions.

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

In certain instances there may be securities which are suitable for a Fund's
portfolio as well as for that of one or more of the other clients of the
Adviser, any subsidiary of the Adviser or the Sub-Adviser. Investment decisions
for a Fund and for such other clients are made with a view to achieving their
respective investment objectives. It may

19
<PAGE> 52

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

5. SHAREHOLDER SERVICES

INVESTMENT AND WITHDRAWAL PROGRAMS -- Each Fund makes available the following
programs designed to enable shareholders to add to their investment or withdraw
from it with a minimum of paper work. These are described below and, in certain
cases, in the Prospectus. The programs involve no extra charge to shareholders
(other than a sales charge in the case of certain Class A share purchases) and
may be changed or discontinued at any time by a shareholder or a Fund.

LETTER OF INTENT -- If a shareholder (other than a group purchaser described
below) anticipates purchasing $100,000 or more of Class A shares of a Fund alone
or in combination with all classes of shares of other MFS Funds or MFS Fixed
Fund (a bank collective investment fund) within a 13-month period (or 36-month
period, in the case of purchases of $1 million or more), the shareholder may
obtain Class A shares of the Fund at the same reduced sales charge as though the
total quantity were invested in one lump sum by completing the Letter of Intent
section of the Account Application or filing a separate Letter of Intent
application (available from the Shareholder Servicing Agent) within 90 days of
the commencement of purchases. Subject to acceptance by MFD and the conditions
mentioned below, each purchase will be made at a public offering price
applicable to a single transaction of the dollar amount specified in the Letter
of Intent application. The shareholder or his dealer must inform MFD that the
Letter of Intent is in effect each time shares are purchased. The shareholder
makes no commitment to purchase additional shares, but if his purchases within
13 months (or 36 months in the case of purchases of $1 million or more) plus the
value of shares credited toward completion of the Letter of Intent do not total
the sum specified, he will pay the increased amount of the sales charge as
described below. Instructions for issuance of shares in the name of a person
other than the person signing the Letter of Intent application must be
accompanied by a written statement from the dealer stating that the shares were
paid for by the person signing such Letter. Neither income dividends nor capital
gain distributions taken in additional shares will apply toward the completion
of the Letter of Intent. Dividends and distributions of other MFS Funds
automatically reinvested in shares of a Fund pursuant to the Distribution
Investment Program will also not apply toward completion of the Letter of
Intent.

Out of the shareholder's initial purchase (or subsequent purchases if
necessary), 5% of the dollar amount specified in the Letter of Intent
application shall be held in escrow by the Shareholder Servicing Agent in the
form of shares registered in the shareholder's name. All income dividends and
capital gain distributions on escrowed shares will be paid to the shareholder or
to his order. When the minimum investment so specified is completed (either
prior to or by the end of the 13-month period or 36-month period, as
applicable), the shareholder will be notified and the escrowed shares will be
released.

If the intended investment is not completed, the Shareholder Servicing Agent
will redeem an appropriate number of the escrowed shares in order to realize
such difference. Shares remaining after any such redemption will be released by
the Shareholder Servicing Agent. By completing and signing the Account
Application or separate Letter of Intent application, the shareholder
irrevocably appoints the Shareholder Servicing Agent his attorney to surrender
for redemption any or all escrowed shares with full power of substitution in the
premises.

RIGHT OF ACCUMULATION -- A shareholder qualifies for cumulative quantity
discounts on the purchase of Class A shares when his new investment, together
with the current offering price value of all holdings of all classes of shares
of that shareholder in the MFS Funds or MFS Fixed Fund (a bank collective
investment fund) reaches a discount level. See "Purchases" in the Prospectus for
the sales charges on quantity discounts. For example, if a shareholder owns
shares with a current offering price value of $75,000 and purchases an
additional $25,000 of Class A shares of a Fund, the sales charge for the $25,000
purchase would be at the rate of 4% (the rate applicable to single transactions
of $100,000). A shareholder must provide the Shareholder Servicing Agent (or his
investment dealer must provide MFD) with information to verify that the quantity
sales charge discount is applicable at the time the investment is made.

DISTRIBUTION INVESTMENT PROGRAM -- Distributions of dividends and capital gains
made by a Fund with respect to a particular class of shares may be automatically
invested in shares of the same class of one of the other MFS Funds, if shares of
the fund are available for sale. Such investments will be subject to additional
purchase minimums. Distributions will be invested at net asset value (exclusive
of any sales charge) and will not be subject to any CDSC. Distributions will be
invested at the close of business on the payable date for the distribution. A
shareholder considering the

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Distribution Investment Program should obtain and read the prospectus of the
other fund and consider the differences in objectives and policies before making
any investment.

SYSTEMATIC WITHDRAWAL PLAN: A shareholder may direct the Shareholder Servicing
Agent to send him (or anyone he designates) regular periodic payments based upon
the value of his account. Each payment under a Systematic Withdrawal Plan
("SWP") must be at least $100, except certain limited circumstances. The
aggregate withdrawals of Class B shares in any year pursuant to a SWP generally
are limited to 10% of the value of the account at the time of establishment of
the SWP. SWP payments are drawn from the proceeds of share redemptions (which
would be a return of principal and, if reflecting a gain, would be taxable).
Redemptions of Class B shares will be made in the following order: (i) any
"Reinvested Shares"; (ii) to the extent necessary, any "Free Amount"; and (iii)
to the extent necessary, the "Direct Purchase" subject to the lowest CDSC (as
such terms are defined under "Information Concerning Shares of the Funds --
Contingent Deferred Sales Charge" in the Prospectus). The CDSC will be waived in
the case of redemptions of Class B shares pursuant to a SWP, but will not be
waived in the case of SWP redemptions of Class A shares which are subject to a
CDSC. To the extent that redemptions for such periodic withdrawals exceed
dividend income reinvested in the account, such redemptions will reduce and may
eventually exhaust the number of shares in the shareholder's account. All
dividend and capital gain distributions for an account with a SWP will be
received in full and fractional shares of a Fund at the net asset value in
effect at the close of business on the record date for such distributions. To
initiate this service, shares generally having an aggregate value of at least
$5,000 either must be held on deposit by, or certificates for such shares must
be deposited with, the Shareholder Servicing Agent. With respect to Class A
shares, maintaining a withdrawal plan concurrently with an investment program
would be disadvantageous because of the sales charges included in share
purchases and the imposition of a CDSC on certain redemptions. The shareholder
may deposit into the account additional shares of a Fund, change the payee or
change the dollar amount of each payment. The Shareholder Servicing Agent may
charge the account for services rendered and expenses incurred beyond those
normally assumed by a Fund with respect to the liquidation of shares. No charge
is currently assessed against the account, but one could be instituted by the
Shareholder Servicing Agent on 60 days' notice in writing to the shareholder in
the event that a Fund ceases to assume the cost of these services. Each Fund may
terminate any SWP for an account if the value of the account falls below $5,000
as a result of share redemptions (other than as a result of a SWP) or an
exchange of shares of the Fund for shares of another MFS Fund. Any SWP may be
terminated at any time by either the shareholder or the Fund.

INVEST BY MAIL: Additional investments of $50 or more may be made at any time by
mailing a check payable to a Fund directly to the Shareholder Servicing Agent.
The shareholder's account number and the name of his investment dealer must be
included with each investment.

GROUP PURCHASES: A bona fide group and all its members may be treated as a
single purchaser and, under the Right of Accumulation (but not the Letter of
Intent) obtain quantity sales charge discounts on the purchase of Class A shares
if the group (1) gives its endorsement or authorization to the investment
program so it may be used by the investment dealer to facilitate solicitation of
the membership, thus effecting economies of sales effort; (2) has been in
existence for at least six months and has a legitimate purpose other than to
purchase mutual fund shares at a discount; (3) is not a group of individuals
whose sole organizational nexus is as credit cardholders of a company,
policyholders of an insurance company, customers of a bank or broker-dealer,
clients of an investment adviser or other similar groups; and (4) agrees to
provide certification of membership of those members investing money in the MFS
Funds upon the request of MFD.

AUTOMATIC EXCHANGE PLAN: Shareholders having account balances of at least $5,000
in any MFS Fund may participate in the Automatic Exchange Plan. The Automatic
Exchange Plan provides for automatic exchanges of funds from the shareholder's
account in an MFS Fund for investment in the same class of shares of other MFS
Funds selected by the shareholder if such MFS Fund is available for sale. Under
the Automatic Exchange Plan, transfers of at least $50 each may be made to up to
four different funds effective on the seventh day of each month or of every
third month, depending whether monthly or quarterly exchanges are elected by the
shareholder. If the seventh day of the month is not a business day, the
transaction will be processed on the next business day. Generally, the initial
exchange will occur after receipt and processing by the Shareholder Servicing
Agent of an application in good order. Exchanges will continue to be made from a
shareholder's account in any MFS Fund, as long as the balance of the account is
sufficient to complete the exchanges. Additional payments made to a
shareholder's account will extend the period that exchanges will continue to be
made under the Automatic Exchange Plan. However, if additional payments are
added to an account subject to the Automatic Exchange Plan shortly before an
exchange is scheduled, such funds may not be available for exchanges until the
following month; therefore, care should be used to avoid inadvertently
terminating the Automatic Exchange Plan through exhaustion of the account
balance.

No transaction fee for exchanges will be charged in connection with the
Automatic Exchange Plan. However, exchanges of shares of MFS Money Market Fund,
MFS Government Money Market Fund and Class A shares of MFS Cash Reserve Fund
will be subject to any applicable sales charge. Changes in amounts to be
exchanged to each fund, the funds to which exchanges are to be made and the
timing of exchanges (monthly or quarterly), or termination of a shareholder's
participation in the Automatic Exchange Plan

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<PAGE> 54

will be made after instructions in writing or by telephone (an "Exchange Change
Request") are received by the Shareholder Servicing Agent in proper form (i.e.,
if in writing -- signed by the record owner(s) exactly as shares are registered;
if by telephone -- proper account identification is given by the dealer or
shareholder of record). Each Exchange Change Request (other than termination of
participation in the program) must involve at least $50. Generally, if an
Exchange Change Request is received by telephone or in writing before the close
of business on the last business day of a month, the Exchange Change Request
will be effective for the following month's exchange.

A shareholder's right to make additional investments in any of the MFS Funds, to
make exchanges of shares from one MFS Fund to another and to withdraw from an
MFS Fund, as well as a shareholder's other rights and privileges are not
affected by a shareholder's participation in the Automatic Exchange Plan.

The Automatic Exchange Plan is part of the Exchange Privilege. For additional
information regarding the Automatic Exchange Plan, including the treatment of
any CDSC, see "Exchange Privilege" below.

REINSTATEMENT PRIVILEGE: Shareholders of each Fund and shareholders of the other
MFS Funds (except MFS Money Market Fund, MFS Government Money Market Fund and
holders of Class A shares of MFS Cash Reserve Fund in the case where shares of
such funds are acquired through direct purchase or reinvested dividends) who
have redeemed their shares have a one-time right to reinvest the redemption
proceeds in the same class of shares of any of the MFS Funds (if shares of the
fund are available for sale) at net asset value (without a sales charge) and, if
applicable, with credit for any CDSC paid. In the case of proceeds reinvested in
MFS Money Market Fund, MFS Government Money Market Fund and Class A shares of
MFS Cash Reserve Fund, the shareholder has the right to exchange the acquired
shares for shares of another MFS Fund at net asset value pursuant to the
exchange privilege described below. Such a reinvestment must be made within 90
days of the redemption and is limited to the amount of the redemption proceeds.
If the shares credited for any CDSC paid are then redeemed within six years of
the initial purchase in the case of Class B shares or 12 months of the initial
purchase in the case of certain Class A shares, a CDSC will be imposed upon
redemption. Although redemptions and repurchases of shares are taxable events, a
reinvestment within a certain period of time in the same fund may be considered
a "wash sale" and may result in the inability to recognize currently all or a
portion of a loss realized on the original redemption for federal income tax
purposes. Please see your tax adviser for further information.

EXCHANGE PRIVILEGE -- Subject to the requirements set forth below, some or all
of the shares of the same class in an account with a Fund for which payment has
been received by the Fund (i.e. an established account) may be exchanged for
shares of the same class of any of the other MFS Funds (if available for sale)
at net asset value. Exchanges will be made only after instructions in writing or
by telephone (an "Exchange Request") are received for an established account by
the Shareholder Servicing Agent.

Each Exchange Request must be in proper form (i.e., if in writing -- signed by
the record owner(s) exactly as the shares are registered; if by
telephone -- proper account identification is given by the dealer or shareholder
of record), and each exchange must involve either shares having an aggregate
value of at least $1,000 ($50 in the case of retirement plan participants whose
sponsoring organizations subscribe to MFS Fundamental 401(k) Plan or another
similar 401(k) recordkeeping system made available by the Shareholder Servicing
Agent) or all the shares in the account. Each exchange involves the redemption
of the shares of the Fund to be exchanged and the purchase at net asset value
(i.e., without a sales charge) of shares of the same class of the other MFS
Fund. Any gain or loss on the redemption of the shares exchanged is reportable
on the shareholder's federal income tax return, unless both the shares received
and the shares surrendered in the exchange are held in a tax-deferred retirement
plan or other tax-exempt account. No more than five exchanges may be made in any
one Exchange Request by telephone. If the Exchange Request is received by the
Shareholder Servicing Agent prior to the close of regular trading on the
Exchange, the exchange usually will occur on that day if all the requirements
set forth above have been complied with at that time. However, payment of the
redemption proceeds by a Fund, and thus the purchase of shares of the other MFS
Fund, may be delayed for up to seven days if the Fund determines that such a
delay would be in the best interest of all its shareholders. Investment dealers
which have satisfied criteria established by MFD may also communicate a
shareholder's Exchange Request to MFD by facsimile subject to the requirements
set forth above.

No CDSC is imposed on exchanges among the MFS Funds, although liability for the
CDSC is carried forward to the exchanged shares. For purposes of calculating the
CDSC upon redemption of shares acquired in an exchange, the purchase of shares
acquired in one or more exchanges is deemed to have occurred at the time of the
original purchase of the exchanged shares.

Additional information with respect to any of the MFS Funds, including a copy of
its current prospectus, may be obtained from investment dealers or the
Shareholder Servicing Agent. A shareholder considering an exchange should obtain
and read the prospectus of the other fund and consider the differences in
objectives and policies before making any exchange. Shareholders of the other
MFS Funds (except MFS Money Market Fund, MFS Government Money Market Fund and
Class A Shares of MFS Cash Reserve Fund for shares acquired through direct
purchase and dividends reinvested prior to June 1, 1992) have the right to
exchange their shares for shares of each Fund, subject to the conditions, if
any, set forth in their respective prospectuses. In

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addition, unitholders of the MFS Fixed Fund (a bank collective investment fund)
have the right to exchange their units (except units acquired through direct
purchases) for shares of a Fund, subject to the conditions, if any, imposed upon
such unitholders by the MFS Fixed Fund.

Any state income tax advantages for investment in shares of each state-specific
series of MFS Municipal Series Trust may only benefit residents of such states.
Investors should consult with their own tax advisers to be sure this is an
appropriate investment, based on their residency and each state's income tax
laws.

The exchange privilege (or any aspect of it) may be changed or discontinued and
is subject to certain limitations (see "Purchases" in the Prospectus).

TAX-DEFERRED RETIREMENT PLANS -- Shares of each Fund may be purchased by all
types of tax-deferred retirement plans. MFD makes available through investment
dealers plans and/or custody agreements for the following:

Individual Retirement Accounts (IRAs) (for individuals and their
non-employed spouses who desire to make limited contributions to a
tax-deferred retirement program and, if eligible, to receive a federal
income tax deduction for amounts contributed);

Simplified Employee Pension (SEP-IRA) Plans;

Retirement Plans Qualified under Section 401(k) of the Internal Revenue
Code of 1986, as amended;

403(b) Plans (deferred compensation arrangements for employees of public
school systems and certain non-profit organizations); and

Certain other qualified pension and profit-sharing plans.

The plan documents provided by MFD designate a trustee or custodian (unless
another trustee or custodian is designated by the individual or group
establishing the plan) and contain specific information about the plans. Each
plan provides that dividends and distributions will be reinvested automatically.
For further details with respect to any plan, including fees charged by the
trustee, custodian or MFD, tax consequences and redemption information, see the
specific documents for that plan. Plan documents other than those provided by
MFD may be used to establish any of the plans described above. Third party
administrative services, available for some corporate plans, may limit or delay
the processing of transactions.

An investor should consult with his tax adviser before establishing any of the
tax-deferred retirement plans described above.

6. TAX STATUS

Each Fund has elected to be treated and intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), by meeting all applicable requirements of
Subchapter M, including requirements as to the nature of the Fund's gross
income, the amount of Fund distributions, and the composition and holding period
of the Fund's portfolio assets. Because each Fund intends to distribute all of
its net investment income and net realized capital gains to shareholders in
accordance with the timing requirements imposed by the Code, it is not expected
that any Fund will be required to pay any federal income or excise taxes,
although a Fund's foreign-source income may be subject to foreign withholding
taxes. If a Fund should fail to qualify as a "regulated investment company" in
any year, the Fund would incur a regular corporate federal income tax upon its
taxable income and Fund distributions would generally be taxable as ordinary
dividend income to the shareholders.

Shareholders of each Fund normally will have to pay federal income taxes, and
any state or local taxes, on the dividends and capital gain distributions they
receive from the Fund. Dividends from ordinary income and any distributions from
net short-term capital gains (whether paid in cash or reinvested in additional
shares) are taxable to shareholders as ordinary income for federal income tax
purposes. A portion of each Fund's ordinary income dividends (but none of its
distributions of capital gains) is eligible for the dividends-received deduction
for corporations if the recipient otherwise qualifies for that deduction with
respect to its holding of Fund shares. Availability of the deduction for
particular corporate shareholders is subject to certain limitations, and
deducted amounts may be subject to the alternative minimum tax or result in
certain basis adjustments. Distributions of net capital gains (i.e., the excess
of long-term capital gains over short-term capital losses), whether paid in cash
or invested in additional shares, are taxable to a Fund's shareholders as
long-term capital gains for federal income tax purposes regardless of how long
they have owned shares in the Fund. Fund dividends declared in October, November
or December that are payable to shareholders of record in such a month, and that
are paid the following January will be taxable to shareholders as if received on
December 31 of the year in which they are declared.

Any dividend or distribution will have the effect of reducing the per share net
asset value of shares in the paying Fund by the amount of the dividend or
distribution. Shareholders purchasing shares shortly before the record date of
any distribution may thus pay the full price for the shares and then effectively
receive a portion of the purchase price back as a taxable distribution.

In general, any gain or loss realized upon a taxable disposition of shares of a
Fund by a shareholder that holds such shares as a capital asset will be treated
as long-term capital gain or loss if the shares have been held for more than
twelve months and otherwise as a short-term capital gain or loss. However, any
loss realized upon a disposition of shares in the Fund held for six months or
less will be treated as a

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<PAGE> 56

long-term capital loss to the extent of any distributions of net capital gain
made with respect to those shares. Any loss realized upon a redemption of shares
may also be disallowed under rules relating to wash sales. Gain may be increased
(or loss reduced) upon a redemption of Class A shares of a Fund within ninety
days after their purchase followed by any purchase (including purchases by
exchange or by reinvestment) without payment of an additional sales charge on
Class A shares of that Fund or of another MFS Fund (or any other shares of an
MFS Fund generally sold subject to a sales charge).

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

Each Fund's current dividend and accounting policies will affect the amount,
timing and character of distributions to shareholders, and may, under certain
circumstances, make an economic return of capital taxable to shareholders. Each
Fund's investments in zero coupon securities, deferred interest bonds, payment
in kind bonds, certain stripped securities and certain securities purchased at a
market discount will cause it to recognize income prior to the receipt of cash
payments with respect to those securities. In order to distribute this income
and avoid a tax on the Fund, the Fund may be required to liquidate portfolio
securities that it might otherwise have continued to hold, potentially resulting
in additional taxable gain or loss to the Fund.

Special tax considerations apply with respect to foreign investments of a Fund.
Foreign exchange gains and losses realized by a Fund will generally be treated
as ordinary income and losses. The holding of foreign currencies for non-hedging
purposes and investment by a Fund in certain "passive foreign investment
companies" may be limited in order to avoid a tax on the Fund.

Investment income received by a Fund from sources within foreign countries may
be subject to foreign income taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that may entitle a Fund to
a reduced rate of tax or an exemption from tax on such income; each Fund intends
to qualify for treaty reduced rates where available. It is impossible to
determine a Fund's effective rate of foreign tax in advance since the amount of
the Fund's assets to be invested within various countries is not known. If a
Fund holds more than 50% of its assets in foreign securities at the close of its
taxable year, the Fund may elect to "pass through" to the Fund's shareholders
foreign income taxes paid. If the Fund so elects, shareholders will be required
to treat their pro-rata portion of the foreign income taxes paid by the Fund as
part of the amounts distributed to them by the Fund and thus includable in their
gross income for federal income tax purposes. Shareholders who itemize
deductions would then be allowed to claim a deduction or credit (but not both)
on their federal income tax returns for such amounts, subject to certain
limitations. Shareholders who do not itemize deductions would be able (subject
to such limitations) to claim a credit but not a deduction. No deductions for
such amounts will be permitted to individuals in computing their alternative
minimum tax liability. If a Fund does not qualify or elect to "pass through" to
its shareholders foreign income taxes paid by it, shareholders will not be able
to claim any deduction or credit for any part of the foreign taxes paid by the
Fund.

Dividends and certain other payments to persons who are not citizens or
residents of the United States or U.S. entities ("Non-U.S. Persons") are
generally subject to U.S. tax withholding at a rate of 30%. Each Fund intends to
withhold U.S. federal income tax at the rate of 30% on taxable dividends and
other payments to Non-U.S. Persons that are subject to such withholding,
regardless of whether a lower treaty rate may be permitted. Any amounts
overwithheld may be recovered by such persons by filing a claim for refund with
the U.S. Internal Revenue Service within the time period appropriate to such
claims. Distributions received from a Fund by Non-U.S. Persons also may be
subject to tax under the laws of their own jurisdictions. Each Fund is also
required in certain circumstances to apply backup withholding at a rate of 31%
on taxable dividends and the redemption proceeds paid to any shareholder
(including a Non-U.S. Person) who does not furnish to the Fund certain
information and certifications or who is otherwise subject to backup
withholding. Backup withholding will not, however, be applied to payments that
have been subject to 30% withholding.

No Fund will be required to pay Massachusetts income or excise taxes as long as
it qualifies as a regulated investment company under the Code.

7. DISTRIBUTION PLANS

CLASS A DISTRIBUTION PLANS: The Trustees have adopted Distribution Plans
relating to Class A shares of each Fund (the "Class A Distribution Plans")
pursuant to Section 12(b) of the 1940 Act and Rule 12b-1 thereunder (the "Rule")
after having concluded that there is a reasonable likelihood that the Class A
Distribution Plans would benefit each Fund and

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<PAGE> 57

its Class A shareholders. The Class A Distribution Plans are designed to promote
sales, thereby increasing the net assets of each Fund. Such an increase may
reduce the expense ratio to the extent a Fund's fixed costs are spread over a
larger net asset base. Also, an increase in net assets may lessen the adverse
effects that could result were a Fund required to liquidate portfolio securities
to meet redemptions.

Each Class A Distribution Plan provides that the Fund will pay MFD up to (but
not necessarily all of) an aggregate of 0.50% per annum of the average daily net
assets attributable to the Class A shares in order that MFD may pay expenses on
behalf of the Fund related to the distribution and servicing of its Class A
shares. The expenses to be paid by MFD on behalf of the Fund include a service
fee to securities dealers which enter into a sales agreement with MFD of up to
0.25% per annum of the portion of the Fund's average daily net assets
attributable to the Class A shares owned by investors for whom that securities
dealer is the holder or dealer of record. These payments are partial
consideration for personal services and/or account maintenance performed by such
dealers with respect to Class A shares. MFD may from time to time reduce the
amount of the service fee paid for shares sold prior to a certain date. MFD may
also retain a distribution fee of up to 0.25% per annum of each Fund's average
daily net assets attributable to Class A shares. The purpose of the distribution
payments to MFD under the Class A Distribution Plans is to compensate MFD for
its distribution services to a Fund. Distribution fee payments under each Class
A Distribution Plan will be used by MFD to pay securities dealers a distribution
fee in an amount equal on an annual basis to 0.25% per annum of the Fund's
average daily net assets attributable to Class A shares (other than Class A
shares that have converted from Class B shares) owned by investors for whom that
securities dealer is the holder or dealer of record. Service fees may be reduced
for a securities dealer that is the holder or dealer of record for an investor
who owns shares of the Fund having an aggregate net asset value at or above a
certain dollar level. No service fee will be paid (i) to any securities dealer
who is the holder or dealer of record for investors who own Class A shares
having an aggregate net asset value less than $750,000, or such other amount as
may be determined from time to time by MFD (MFD, however, may waive this minimum
amount requirement from time to time if the dealer satisfies certain criteria),
or (ii) to any insurance company which has entered into an agreement with a Fund
and MFD that permits such insurance company to purchase shares from the Fund at
their net asset value in connection with annuity agreements issued in connection
with the insurance company's separate accounts. Dealers may from time to time be
required to meet certain other criteria in order to receive service fees. MFD or
its affiliates are entitled to retain all service fees payable under each Class
A Distribution Plan for which there is no dealer of record or for which
qualification standards have not been met as partial consideration for personal
services and/or account maintenance services performed by MFD or its affiliates
for shareholder accounts.

CLASS B DISTRIBUTION PLANS: The Trustees of the Trust have adopted Distribution
Plans relating to Class B shares of each Fund (the "Class B Distribution Plans")
pursuant to Section 12(b) of the 1940 Act and the Rule, after having concluded
that there was a reasonable likelihood that each Class B Distribution Plan would
benefit that Fund and the Class B shareholders of the Fund. Each Class B
Distribution Plan is designed to promote sales, thereby increasing the net
assets of each Fund. Such an increase may reduce the expense ratio to the extent
a Fund's fixed costs are spread over a larger net asset base. Also, an increase
in net assets may lessen the adverse effects that could result were a Fund
required to liquidate portfolio securities to meet redemptions. There is,
however, no assurance that the net assets of a Fund will increase or that the
other benefits referred to above will be realized.

Each Class B Distribution Plan provides that the Fund shall pay MFD, as the
Fund's distributor for its Class B shares, a distribution fee payable monthly
and equal to 0.75% per annum of the Fund's average daily net assets and will pay
MFD a service fee up to 0.25% per annum of the Fund's average daily net assets
attributable to Class B shares (which MFD will in turn pay to securities dealers
which enter into a sales agreement with MFD at a rate of up to 0.25% per annum
of the Fund's average daily net assets attributable to Class B shares owned by
investors for whom that securities dealer is the holder or dealer of record).
This service fee is intended to be additional consideration for all personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares. MFD will advance to dealers the first-year service fee at a
rate equal to 0.25% per annum of the amount invested. As compensation therefor,
MFD may retain the service fee paid by a Fund with respect to such shares for
the first year after purchase. Dealers will become eligible for additional
service fees with respect to such shares commencing in the thirteenth month
following purchase. Except in the case of the first year service fee, no service
fee will be paid to any securities dealer who is the holder or dealer of record
for investors who own Class B shares having an aggregate net asset value of less
than $750,000 or such other amount as may be determined from time to time by
MFD. MFD, however, may waive this minimum amount requirement from time to time
if the dealer satisfies certain criteria. Dealers may from time to time be
required to meet certain other criteria in order to receive service fees. MFD or
its affiliates are entitled to retain all service fees payable under each Class
B Distribution Plan for which there is no dealer of record or for which
qualification standards have not been met as partial consideration for personal
services and/or account maintenance services performed by MFD or its affiliates
for shareholder accounts.

The purpose of distribution payments to MFD under the Class B Distribution Plans
is to compensate MFD for its distribution services to a Fund. MFD pays
commissions to dealers as well as expenses of printing prospectuses and reports
used for sales purposes, expenses with respect to the

25
<PAGE> 58

preparation and printing of sales literature and other distribution related
expenses, including, without limitation, the cost necessary to provide
distribution-related services, or personnel, travel office expenses and
equipment. Each Class B Distribution Plan also provides that MFD will receive
all CDSCs attributable to Class B shares (see "Distribution Plans" and
"Purchases" in the Prospectus).

GENERAL: Each of the Distribution Plans will remain in effect until August 1,
1996, and will continue in effect thereafter only if such continuance is
specifically approved at least annually by vote of both the Trustees and a
majority of the Trustees who are not "interested persons" or financially
interested parties to such Plan ("Distribution Plan Qualified Trustees"). Each
of the Distribution Plans also requires that the Fund and MFD each shall provide
to the Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended (and purposes therefor) under such Plan. Each of
the Distribution Plans may be terminated at any time by vote of a majority of
the Distribution Plan Qualified Trustees or by vote of the holders of a majority
of the respective class of the Fund's shares (as defined in "Investment
Restrictions"). All agreements relating to any of the Distribution Plans entered
into between the Fund or MFD and other organizations must be approved by the
Board of Trustees, including a majority of the Distribution Plan Qualified
Trustees. Agreements under any of the Distribution Plans must be in writing,
will be terminated automatically if assigned, and may be terminated at any time
without payment of any penalty, by vote of a majority of the Distribution Plan
Qualified Trustees or by vote of the holders of a majority of the respective
class of a Fund's shares. None of the Distribution Plans may be amended to
increase materially the amount of permitted distribution expenses without the
approval of a majority of the respective class of the Fund's shares (as defined
in "Investment Restrictions") or may be materially amended in any case without a
vote of the Trustees and a majority of the Distribution Plan Qualified Trustees.
The selection and nomination of Distribution Plan Qualified Trustees shall be
committed to the discretion of the non-interested Trustees then in office. No
Trustee who is not an "interested person" has any financial interest in any of
the Distribution Plans or in any related agreement.

8. DETERMINATION OF NET ASSET VALUE AND PERFORMANCE

NET ASSET VALUE: The net asset value per share of each class of each Fund is
determined each day during which the Exchange is open for trading. (As of the
date of this Statement of Additional Information, the Exchange is open for
trading every weekday except for the following holidays (or the days on which
they are observed): New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.)

This determination is made once each day as of the close of regular trading on
the Exchange by deducting the amount of the liabilities attributable to the
class from the value of the assets attributable to the class and dividing the
difference by the number of shares of the class outstanding. Equity securities
in a Fund's portfolio are valued at the last sale price on the exchange on which
they are primarily traded or on the NASDAQ system for unlisted national market
issues, or at the last quoted bid price for listed securities in which there
were no sales during the day or for unlisted securities not reported on the
NASDAQ system. Bonds and other fixed income securities (other than short-term
obligations) of U.S. issuers in a Fund's portfolio are valued on the basis of
valuations furnished by a pricing service which utilizes both dealer-supplied
valuations and electronic data processing techniques which take into account
appropriate factors such as institutional-size trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics and other market data without exclusive reliance upon quoted
prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities. Forward
Contracts will be valued using a pricing model taking into consideration market
data from an external pricing source. Use of the pricing services has been
approved by the Board of Trustees. All other securities, futures contracts and
options in a Fund's portfolio (other than short-term obligations) for which the
principal market is one or more securities or commodities exchanges (whether
domestic or foreign) will be valued at the last reported sale price or at the
settlement price prior to the determination (or if there has been no current
sale, at the closing bid price) on the primary exchange on which such
securities, futures contracts or options are traded; but if a securities
exchange is not the principal market for securities, such securities will, if
market quotations are readily available, be valued at current bid prices, unless
such securities are reported on the NASDAQ system, in which case they are valued
at the last sale price or, if no sales occurred during the day, at the last
quoted bid price. Short-term obligations in a Fund's portfolio are valued at
amortized cost, which constitutes fair value as determined by the Board of
Trustees. Short-term obligations with a remaining maturity in excess of 60 days
will be valued upon dealer supplied valuations. Portfolio investments for which
there are no such quotations or valuations are valued at fair value as
determined in good faith by or at the direction of the Board of Trustees.

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

26
<PAGE> 59

All investments and assets are expressed in U.S. dollars based upon current
currency exchange rates. A share's net asset value is effective for orders
received by the dealer prior to its calculation and received by MFD or its
agent, the Shareholder Servicing Agent, prior to the close of that business day.

PERFORMANCE INFORMATION

TOTAL RATE OF RETURN: Each Fund will calculate its total rate of return for each
class of shares for certain periods by determining the average annual compounded
rates of return over those periods that would cause an investment of $1,000
(made with all distributions reinvested and reflecting the CDSC or the maximum
public offering price) to reach the value of that investment at the end of the
periods. Each Fund may also calculate (i) a total rate of return, which is not
reduced by the CDSC (4% maximum for Class B shares) and therefore may result in
a higher rate of return, (ii) a total rate of return assuming an initial account
value of $1,000, which will result in a higher rate of return since the value of
the initial account will not be reduced by the sales charge applicable to Class
A shares (4.75% maximum) and/or (iii) total rates of return which represent
aggregate performance over a period or year-by-year performance, and which may
or may not reflect the effect of the maximum or other sales charge or CDSC.

YIELD: Any yield quotation for a class of shares of the International Growth and
Income Fund is based on the annualized net investment income per share of that
class over a 30-day period. The yield is calculated by dividing the net
investment income per share allocated to a particular class of the Fund earned
during the period by the maximum offering price per share of such class on the
last day of that period. The resulting figure is then annualized. Net investment
income per share of a class is determined by dividing (i) the dividends and
interest earned by the Fund allocated to the class during the period, minus
accrued expenses of such class for the period, by (ii) the average number of
shares of such class entitled to receive dividends during the period multiplied
by the maximum offering price per share of such class on the last day of the
period. The Fund's yield calculations assume a maximum sales charge of 4.75% in
the case of Class A shares and no payment of any CDSC in the case of Class B
shares.

CURRENT DISTRIBUTION RATE: Yield, which is calculated according to a formula
prescribed by the Securities and Exchange Commission, is not indicative of the
amounts which were or will be paid to the International Growth and Income Fund
shareholders. Amounts paid to shareholders of each class are reflected in the
quoted "current distribution rate" for that class. The current distribution rate
for a class is computed by dividing the total amount of dividends per share paid
by the Fund to shareholders of that class during the past twelve months by the
maximum public offering price of that class at the end of such period. Under
certain circumstances, such as when there has been a change in the amount of
dividend payout, or a fundamental change in investment policies, it might be
appropriate to annualize the dividends paid over the period such policies were
in effect, rather than using the dividends during the past twelve months. The
current distribution rate differs from the yield computation because it may
include distributions to shareholders from sources other than dividends and
interest, such as premium income for option writing, short-term capital gains
and return of invested capital, and is calculated over a different period of
time. The Fund's current distribution rate calculation for Class A shares
assumes a maximum sales charge of 4.75%. The Fund's current distribution rate
calculation for Class B shares assumes no CDSC is paid.

From time to time each Fund may, as appropriate, quote Fund rankings or reprint
all or a portion of evaluations of fund performance and operations appearing in
various independent publications, including but not limited to the following:
Money, Fortune, U.S. News and World Report, Kiplinger's Personal Finance, The
Wall Street Journal, Barron's, Investors Business Daily, Newsweek, Financial
World, Financial Planning, Investment Advisor, USA Today, Pensions and
Investments, SmartMoney, Forbes, Global Finance, Registered Representative,
Institutional Investor, the Investment Company Institute, Johnson's Charts,
Morningstar, Lipper Analytical Services, Inc., CDA Wiesenberger, Shearson Lehman
and Salomon Bros. Indices, Ibbotson, Business Week, Lowry Associates, Media
General, Investment Company Data, The New York Times, Your Money, Strangers
Investment Advisor, Financial Planning on Wall Street, Standard and Poor's,
Individual Investor, The 100 Best Mutual Funds You Can Buy, by Gordon K.
Williamson, Consumer Price Index, and Sanford C. Bernstein & Co. Fund
performance may also be compared to the performance of other mutual funds
tracked by financial or business publications or periodicals. Each Fund may also
quote evaluations mentioned in independent radio or television broadcasts and
use charts and graphs to illustrate the past performance of various indices such
as those mentioned above and illustrations using hypothetical rates of return to
illustrate the effects of compounding and tax-deferral. Each Fund may advertise
examples of the effects of periodic investment plans, including the principle of
dollar cost averaging. In such a program, an investor invests a fixed dollar
amount in a fund at periodic intervals, thereby purchasing fewer shares when
prices are high and more shares when prices are low. While such a strategy does
not assure a profit or guard against a loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers of shares
are purchased at the same intervals.

From time to time, each Fund and MFD may discuss or quote a Fund's current
portfolio manager(s) as well as other investment personnel, including such
persons' views on: various foreign and emerging market economies; securities
markets; portfolio securities and their issuers; investment philosophies,
strategies, techniques and criteria used in the

27
<PAGE> 60

selection of securities to be purchased or sold for the Fund; the Fund's
portfolio holdings; the investment research and analysis process; the
formulation and evaluation of investment recommendations; the assessment and
evaluation of credit, interest rate, market and economic risks; and similar and
related matters. In addition, from time to time each Fund and MFD may discuss a
Fund's current or anticipated allocations of the Fund's securities by country or
region. Any such allocations are subject to change.

MFS FIRSTS: MFS has a long history of innovations.

<TABLE>
<S> <C>
-- 1924 -- Massachusetts Investors Trust is
established as the first mutual fund in
America.
-- 1924 -- Massachusetts Investors Trust is the
first mutual fund to make full public
disclosure of its operations in shareholder
reports.
-- 1932 -- One of the first internal research
departments is established to provide
in-house analytical capability for an
investment management firm.
-- 1933 -- Massachusetts Investors Trust is the
first mutual fund to register under the
Securities Act of 1933.
-- 1936 -- Massachusetts Investors Trust is the
first mutual fund to let shareholders take
capital gain distributions either in
additional shares or in cash.
-- 1976 -- MFS(R) Municipal Bond Fund is among
the first municipal bond funds established.
-- 1979 -- Spectrum becomes the first
combination fixed/variable annuity with no
initial sales charge.
-- 1981 -- MFS(R) World Governments Fund is
established as America's first globally
diversified fixed-income mutual fund.
-- 1984 -- MFS(R) Municipal High Income Fund is
the first mutual fund to seek high tax-free
income from lower-rated municipal securities.
-- 1986 -- MFS(R) Managed Sectors Fund becomes
the first mutual fund to target and shift
investments among industry sectors for
shareholders.
-- 1986 -- MFS(R) Municipal Income Trust is the
first closed-end, high-yield municipal bond
fund traded on the New York Stock Exchange.
-- 1987 -- MFS(R) Multimarket Income Trust is
the first closed-end, multimarket high income
fund listed on the New York Stock Exchange.
-- 1989 -- MFS(R) Regatta becomes America's
first non-qualified market-value-adjusted
fixed/variable annuity.
-- 1990 -- MFS(R) World Total Return Fund is the
first global balanced fund.
-- 1993 -- MFS(R) World Growth Fund is the first
global emerging markets fund to offer the
expertise of two sub-advisers.
-- 1993 -- MFS(R) Union Standard Trust is the
first mutual fund to invest solely in
companies deemed to be union-friendly by an
advisory board of senior labor officials,
senior managers of companies with signifi-
cant labor contracts, academics and other
national labor leaders.
</TABLE>

FCM AND FCEM ACHIEVEMENTS: FCM & FCEM have a history of achievements and
innovations.

<TABLE>
<S> <C>
-- 1868 -- Established the world's oldest
investment trust.
-- 1882 -- Invested in Japanese bonds.
-- 1884 -- Invested in the Hong Kong bond
market.
-- 1930 -- Invested in the U.S.
-- 1961 -- Invested in the Japanese stock
market.
-- 1972 -- Launched the first European
investment trust when the UK joined the EEC.
-- 1980's -- Invested in the emerging markets of
Thailand and Korea.
-- 1987 -- Launched the first Latin America fund
in the UK.
-- 1994 -- Launched The Foreign & Colonial
Emerging Middle East Fund (a closed-end fund,
shares of which are listed on the New York
Stock Exchange).
</TABLE>

9. DESCRIPTION OF SHARES, VOTING

RIGHTS AND LIABILITIES

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional Shares of Beneficial Interest (without par value) of one or
more separate series and to divide or combine the shares of any series into a
greater or lesser number of shares without thereby changing the proportionate
beneficial interests in that series. The Trustees have currently authorized
shares of each Fund and one other series. The Declaration of Trust further
authorizes the Trustees to classify or reclassify any series of shares into one
or more classes. Pursuant thereto, the Trustees have authorized the issuance of
two classes of shares of each series of the Trust (Class A and Class B shares).
Each share of a class of a Fund represents an equal proportionate interest in
the assets of the Fund allocable to that class. Upon liquidation of a Fund,
shareholders of each class of the Fund are entitled to share pro rata in the
Fund's net assets allocable to such class available for distribution to
shareholders. The Trust reserves the right to create and issue a number of
series and additional classes of shares, in which case the shares of each class
of a series would participate equally in the earnings, dividends and assets
allocable to that class of the particular series.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to meetings of shareholders.
Although Trustees

28
<PAGE> 61

are not elected annually by the shareholders, the Declaration of Trust provides
that a Trustee may be removed from office at a meeting of shareholders by a vote
of two-thirds of the outstanding shares of the Trust. A meeting of shareholders
will be called upon the request of shareholders of record holding in the
aggregate not less than 10% of the outstanding voting securities of the Trust.
No material amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the Trust's outstanding shares (as defined in
"Investment Restrictions"). The Trust or any series of the Trust may be
terminated (i) upon the merger or consolidation of the Trust or any series of
the Trust with another organization or upon the sale of all or substantially all
of its assets (or all or substantially all of the assets belonging to any series
of the Trust), if approved by the vote of the holders of two-thirds of the
Trust's or the affected series' outstanding shares voting as a single class, or
of the affected series of the Trust, except that if the Trustees recommend such
merger, consolidation or sale, the approval by vote of the holders of a majority
of the Trust's or the affected series' outstanding shares will be sufficient, or
(ii) upon liquidation and distribution of the assets of a Fund, if approved by
the vote of the holders of two-thirds of its outstanding shares of the Trust, or
(iii) by the Trustees by written notice to its shareholders. If not so
terminated, the Trust will continue indefinitely.

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

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

10. INDEPENDENT ACCOUNTANTS

Ernst & Young LLP are the Funds' independent auditors.

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<PAGE> 62

APPENDIX A

TRUSTEE COMPENSATION TABLE

<TABLE>
<CAPTION>
TRUSTEE FEES TOTAL TRUSTEE FEES
FROM EACH FROM FUNDS AND
TRUSTEE FUND(1) FUND COMPLEX(2)
--------- ------------- ------------------
<S> <C> <C>
Richard B. Bailey.................................................. $ 565 $226,221
Peter G. Harwood................................................... 605 105,812
J. Atwood Ives..................................................... 605 106,482
Lawrence T. Perera................................................. 565 96,592
William J. Poorvu.................................................. 605 106,482
Charles W. Schmidt................................................. 565 98,397
Elaine R. Smith.................................................... 565 98,397
David B. Stone..................................................... 645 104,007
<FN>
---------------

(1) Estimated, for the fiscal year ending July 31, 1996.

(2) Information provided is for calendar year 1994. All Trustees served as
Trustees of 20 funds within the MFS fund complex (having aggregate net
assets at December 31, 1994, of approximately $14.7 billion) except Mr.
Bailey, who served as Trustee of 56 funds within the MFS fund complex
(having aggregate net assets at December 31, 1994, of approximately $24.5
billion).

</TABLE>

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<PAGE> 63

INVESTMENT ADVISER
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116
(617) 954-5000

SUB-ADVISER
Foreign & Colonial Management Ltd.
Exchange House
Primrose Street
London EC2A 2NY, United Kingdom

DISTRIBUTOR
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116
(617) 954-5000

CUSTODIAN AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc.
500 Boylston Street, Boston, MA 02116
Toll free: (800) 225-2606
Mailing Address:
P.O. Box 2281, Boston, MA 02107-9906

INDEPENDENT ACCOUNTANTS
Ernst & Young LLP
200 Clarendon Street, Boston, MA 02116

MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
MFS(R)/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND

500 BOYLSTON STREET
BOSTON, MA 02116

LOGO

MFC-13 9/95/750