MFS SERIES TRUST II
497, 1997-09-02
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                          Massachusetts Investors Trust
                   Massachusetts Investors Growth Stock Fund
                           MFS(R) Capital Growth Fund
                           MFS(R) Emerging Growth Fund
                      MFS(R) Gold & Natural Resources Fund
                        MFS(R) Growth Opportunities Fund
                           MFS(R) Managed Sectors Fund
                                 MFS(R) OTC Fund
                              MFS(R) Research Fund
                                MFS(R) Value Fund
                            MFS(R) Total Return Fund
                              MFS(R) Utilities Fund
                                MFS(R) Bond Fund
                         MFS(R) Government Mortgage Fund
                        MFS(R) Government Securities Fund
                             MFS(R) High Income Fund
                         MFS(R) Intermediate Income Fund
                          MFS(R) Strategic Income Fund
                     MFS(R) Government Limited Maturity Fund
                          MFS(R) Limited Maturity Fund
                            MFS(R) World Equity Fund
                          MFS(R) World Governments Fund
                            MFS(R) World Growth Fund
                         MFS(R) World Total Return Fund
                       MFS(R) World Asset Allocation Fund
                            MFS(R) Cash Reserve Fund
                       MFS(R) Government Money Market Fund
                            MFS(R) Money Market Fund

                      Supplement to the Current Prospectus


Class A shares of the Fund may be  purchased  at net asset  value by  retirement
plans whose third party  administrators  have entered into an agreement with MFS
Fund  Distributors,  Inc.  ("MFD") or one or more of its  affiliates  to perform
certain  administrative  services,  subject to certain operational  requirements
specified from time to time by MFD or its affiliates.

In lieu  of the  sales  commission  and  service  fees  normally  paid by MFD to
broker-dealers  of record as described in the Prospectus,  MFD has agreed to pay
Bear, Stearns & Co. Inc. the following amounts with respect to Class A shares of
the Fund purchased through a special  retirement plan program offered by a third
party administrator: (i) an amount equal to 0.05% per annum of the average daily
net assets invested in shares of the Fund pursuant to such program,  and (ii) an
amount  equal to 0.20% of the net asset value of all net  purchases of shares of
the Fund made through such  program,  subject to a refund in the event that such
shares are redeemed within 36 months.

                The date of this Supplement is February 1, 1995.



<PAGE>
                            MFS(R) CASH RESERVE FUND
                   MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                            MFS(R) TOTAL RETURN FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                        MFS(R) GROWTH OPPORTUNITIES FUND
           MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
                           MFS(R) EMERGING GROWTH FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                           MFS(R) CAPITAL GROWTH FUND
                       MFS(R) ALABAMA MUNICIPAL BOND FUND
                         MFS(R) INTERMEDIATE INCOME FUND
                       MFS(R) ARKANSAS MUNICIPAL BOND FUND
                      MFS(R) GOLD & NATURAL RESOURCES FUND
                      MFS(R) CALIFORNIA MUNICIPAL BOND FUND
                           MFS(R) MANAGED SECTORS FUND
                       MFS(R) FLORIDA MUNICIPAL BOND FUND
                                MFS(R) VALUE FUND
                       MFS(R) GEORGIA MUNICIPAL BOND FUND
                              MFS(R) UTILITIES FUND
                       MFS(R) MARYLAND MUNICIPAL BOND FUND
                            MFS(R) WORLD EQUITY FUND
                    MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
                         MFS(R) WORLD TOTAL RETURN FUND
                     MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
                                MFS(R) BOND FUND
                       MFS(R) NEW YORK MUNICIPAL BOND FUND
                          MFS(R) LIMITED MATURITY FUND
                    MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
                         MFS(R) GOVERNMENT MORTGAGE FUND
                     MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
                     MFS(R) GOVERNMENT LIMITED MATURITY FUND
                    MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
                        MFS(R) GOVERNMENT SECURITIES FUND
                      MFS(R) TENNESSEE MUNICIPAL BOND FUND
                             MFS(R) HIGH INCOME FUND
                       MFS(R) VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) STRATEGIC INCOME FUND
                    MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) WORLD GOVERNMENTS FUND
                     MFS(R) MUNICIPAL LIMITED MATURITY FUND
                            MFS(R) WORLD GROWTH FUND
                           MFS(R) MUNICIPAL BOND FUND
                                 MFS(R) OTC FUND
                          MFS(R) MUNICIPAL INCOME FUND
                        MFS(R) MUNICIPAL HIGH INCOME FUND
                              MFS(R) RESEARCH FUND
                       MFS(R) GOVERNMENT MONEY MARKET FUND
                       MFS(R) WORLD ASSET ALLOCATION FUND
                          MASSACHUSETTS INVESTORS TRUST
                            MFS(R) MONEY MARKET FUND
                     MFS(R) RESEARCH GROWTH AND INCOME FUND

                      Supplement to the Current Prospectus

         The following  information  supplements the disclosure  found under the
caption  "Information  Concerning  Shares  of  the  Fund  -  Purchases"  in  the
Prospectus:


         MFS Fund  Distributors,  Inc.  ("MFD"),  the distributor of each of the
         above-named funds (the "Funds"), has entered into a long-term exclusive
         marketing agreement with IBAA Financial Services Corporation  ("IBFS"),
         pursuant  to  which  MFD  has  agreed  to  pay  IBFS,   as   additional
         compensation  for IBFS'  marketing and  distribution  of the Funds,  an
         annual amount  (subject to a minimum) based upon the value of shares of
         the Funds for which IBFS acts as broker-dealer of record plus the value
         of shares of the Funds sold by IBFS during such year.

                The date of this Supplement is February 1, 1997.



<PAGE>
                            MFS(R) CASH RESERVE FUND
           MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
                            MFS(R) TOTAL RETURN FUND
                   MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                        MFS(R) GROWTH OPPORTUNITIES FUND
                           MFS(R) EMERGING GROWTH FUND
                       MFS(R) ALABAMA MUNICIPAL BOND FUND
                           MFS(R) CAPITAL GROWTH FUND
                       MFS(R) ARKANSAS MUNICIPAL BOND FUND
                         MFS(R) INTERMEDIATE INCOME FUND
                      MFS(R) CALIFORNIA MUNICIPAL BOND FUND
                          MASSACHUSETTS INVESTORS TRUST
                       MFS(R) FLORIDA MUNICIPAL BOND FUND
                           MFS(R) MANAGED SECTORS FUND
                       MFS(R) GEORGIA MUNICIPAL BOND FUND
                                MFS(R) VALUE FUND
                       MFS(R) MARYLAND MUNICIPAL BOND FUND
                              MFS(R) UTILITIES FUND
                    MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
                            MFS(R) WORLD EQUITY FUND
                     MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
                         MFS(R) WORLD TOTAL RETURN FUND
                       MFS(R) NEW YORK MUNICIPAL BOND FUND
                                MFS(R) BOND FUND
                    MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
                          MFS(R) LIMITED MATURITY FUND
                     MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
                         MFS(R) GOVERNMENT MORTGAGE FUND
                    MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
                     MFS(R) GOVERNMENT LIMITED MATURITY FUND
                      MFS(R) TENNESSEE MUNICIPAL BOND FUND
                        MFS(R) GOVERNMENT SECURITIES FUND
                       MFS(R) VIRGINIA MUNICIPAL BOND FUND
                             MFS(R) HIGH INCOME FUND
                    MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) STRATEGIC INCOME FUND
                     MFS(R) MUNICIPAL LIMITED MATURITY FUND
                          MFS(R) WORLD GOVERNMENTS FUND
                           MFS(R) MUNICIPAL BOND FUND
                            MFS(R) WORLD GROWTH FUND
                          MFS(R) MUNICIPAL INCOME FUND
                                 MFS(R) OTC FUND
                              MFS(R) RESEARCH FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                       MFS(R) WORLD ASSET ALLOCATION FUND
                            MFS(R) MONEY MARKET FUND
                        MFS(R) MUNICIPAL HIGH INCOME FUND
                       MFS(R) GOVERNMENT MONEY MARKET FUND
                     MFS(R) RESEARCH GROWTH AND INCOME FUND
                          MFS(R) STRATEGIC GROWTH FUND



                      Supplement to the Current Prospectus



The following  provisions  shall apply to any  retirement  plan (each a "Merrill
Lynch Daily K Plan") whose records are maintained on a daily  valuation basis by
either Merrill Lynch, Pierce, Fenner & Smith Incorporated  ("Merrill Lynch"), or
by an independent  recordkeeper (an "Independent  Recordkeeper")  whose services
are provided through a contract or alliance  arrangement with Merrill Lynch, and
with respect to which the sponsor of such plan has entered into a  recordkeeping
service   agreement   with  Merrill  Lynch  (a  "Merrill   Lynch   Recordkeeping
Agreement").

The initial  sales  charge  imposed on purchases of Class A shares of the Funds,
and the contingent deferred sales charge ("CDSC") imposed on certain redemptions
of Class A shares of the Funds,  is waived in the following  circumstances  with
respect to a Merrill Lynch Daily K Plan:

         (i)      if,  on the date the Plan  sponsor  signs  the  Merrill  Lynch
                  Recordkeeping  Agreement,  such Plan has $3 million or more in
                  assets  invested  in  broker-dealer  sold funds not advised or
                  managed by Merrill Lynch Asset  Management L.P.  ("MLAM") that
                  are made  available  pursuant to  agreements  between  Merrill
                  Lynch   and   such   funds'    principal    underwriters    or
                  distributors,   and  in  funds  advised  or  managed  by  MLAM
                  (collectively, the "Applicable Investments"); or

         (ii)     if  such  Plan's  records  are  maintained  by an  Independent
                  Recordkeeper  and,  on the  date the Plan  sponsor  signs  the
                  Merrill  Lynch  Recordkeeping  Agreement,  such  Plan  has  $3
                  million  or more in  assets,  excluding  money  market  funds,
                  invested in Applicable Investments; or

         (iii)    such Plan has 500 or more eligible employees, as determined by
                  the Merrill Lynch plan conversion manager on the date the Plan
                  sponsor signs the Merrill Lynch Recordkeeping Agreement.

         The CDSC imposed on redemptions of Class B shares of the Fund is waived
         in the following  circumstances with respect to a Merrill Lynch Daily K
         Plan:

         (i)      if,  on the date the Plan  sponsor  signs  the  Merrill  Lynch
                  Recordkeeping Agreement, such Plan has less than $3 million in
                  assets invested in Applicable Investments;

         (ii)     if  such  Plan's  records  are  maintained  by an  independent
                  recordkeeper  and,  on the  date the Plan  sponsor  signs  the
                  Merrill Lynch Recordkeeping Agreement, such Plan has less than
                  $3 million  dollars in assets,  excluding  money market funds,
                  invested in Applicable Investments; or

         (iii)    such Plan has fewer than 500 eligible employees, as determined
                  by the Merrill Lynch plan  conversion  manager on the date the
                  Plan sponsor signs the Merrill Lynch Recordkeeping Agreement.

No front-end  commissions are paid with respect to any Class A or Class B shares
of the Fund purchased by any Merrill Lynch Daily K Plan.

                 The date of this Supplement is June 5, 1997.
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                              MFS CASH RESERVE FUND
           MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND
                              MFS TOTAL RETURN FUND
                   MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND
                          MFS GROWTH OPPORTUNITIES FUND
                            MFS EMERGING GROWTH FUND
                         MFS ALABAMA MUNICIPAL BOND FUND
                             MFS CAPITAL GROWTH FUND
                        MFS ARKANSAS MUNICIPAL BOND FUND
                          MFS INTERMEDIATE INCOME FUND
                       MFS CALIFORNIA MUNICIPAL BOND FUND
                          MASSACHUSETTS INVESTORS TRUST
                         MFS FLORIDA MUNICIPAL BOND FUND
                            MFS MANAGED SECTORS FUND
                         MFS GEORGIA MUNICIPAL BOND FUND
                                 MFS VALUE FUND
                        MFS MARYLAND MUNICIPAL BOND FUND
                               MFS UTILITIES FUND
                      MFS MASSACHUSETTS MUNICIPAL BOND FUND
                              MFS WORLD EQUITY FUND
                       MFS MISSISSIPPI MUNICIPAL BOND FUND
                           MFS WORLD TOTAL RETURN FUND
                        MFS NEW YORK MUNICIPAL BOND FUND
                                  MFS BOND FUND
                     MFS NORTH CAROLINA MUNICIPAL BOND FUND
                            MFS LIMITED MATURITY FUND
                      MFS PENNSYLVANIA MUNICIPAL BOND FUND
                          MFS GOVERNMENT MORTGAGE FUND
                     MFS SOUTH CAROLINA MUNICIPAL BOND FUND
                      MFS GOVERNMENT LIMITED MATURITY FUND
                        MFS TENNESSEE MUNICIPAL BOND FUND
                         MFS GOVERNMENT SECURITIES FUND
                        MFS VIRGINIA MUNICIPAL BOND FUND
                              MFS HIGH INCOME FUND
                      MFS WEST VIRGINIA MUNICIPAL BOND FUND
                            MFS STRATEGIC INCOME FUND
                       MFS MUNICIPAL LIMITED MATURITY FUND
                           MFS WORLD GOVERNMENTS FUND
                             MFS MUNICIPAL BOND FUND
                              MFS WORLD GROWTH FUND
                            MFS MUNICIPAL INCOME FUND
                                  MFS OTC FUND
                                MFS RESEARCH FUND
               MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND
                         MFS WORLD ASSET ALLOCATION FUND
                              MFS MONEY MARKET FUND
                         MFS MUNICIPAL HIGH INCOME FUND
                        MFS GOVERNMENT MONEY MARKET FUND
                       MFS RESEARCH GROWTH AND INCOME FUND
                            MFS STRATEGIC GROWTH FUND


                      SUPPLEMENT TO THE CURRENT PROSPECTUS


This supplement describes certain changes, effective immediately, to each Fund's
Prospectus.


1. DEFINITION OF "DEALER". As used in the Prospectus and any appendices thereto,
the term  "dealer"  includes  any broker,  dealer,  bank  (including  bank trust
departments),  registered  investment  adviser,  financial planner and any other
financial  institutions  having a selling  agreement or other similar  agreement
with MFS Fund Distributors,  Inc. ("MFD").  The use of the defined term "dealer"
does not mean or imply that any such  financial  intermediary  necessarily  is a
"dealer" for purposes of any federal or state laws,  rules or regulations or any
self-regulatory organization's rules.


2.       CHANGES  TO  SALES  CHARGE  WAIVER   CATEGORIES.   Appendix  A  to  the
Prospectus, which describes waivers of sales charges, is amended as follows:


               Wrap  Account  and Fund  "Supermarket"  Investments.  The  waiver
              category entitled "2. Wrap Account Investments" under "II. Waivers
              of Class A Sales  Charges"  is amended to read in its  entirety as
              follows:

                       2. Wrap Account and Fund "Supermarket" Investments Shares
                      acquired by investments through certain dealers (including
                      registered  investment  advisers and  financial  planners)
                      which have established  certain  operational  arrangements
                      with MFD which include a  requirement  that such shares be
                      sold for the sole  benefit of clients  participating  in a
                      "wrap"  account,  mutual fund  "supermarket"  account or a
                      similar program under which such clients pay a fee to such
                      dealer.

                 The date of this Supplement is August 8, 1997.


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