MFS SERIES TRUST XI
497, 1999-09-28
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                               VERTEX ALL CAP FUND
                            VERTEX U.S. ALL CAP FUND
                             VERTEX CONTRARIAN FUND

                      Supplement to the Current Prospectus

     On August 25, 1999  shareholders  of each of the Vertex Funds  approved new
investment  advisory  agreements.  Under these agreements,  effective October 1,
1999,  the Basic Fee  component of the  management  fee paid by each Fund to the
Adviser  will  increase  from  1.50%  per  annum to  2.00%  per  annum,  and the
performance  fee adjustment  will revolve around a 2.00% per annum Basic Fee (as
opposed to 1.50%) and will  increase  or  decrease  from 0.10% to 0.20% for each
full percentage point that each Fund's  performance  exceeds or lags the S&P 500
Index.  The maximum  adjustment  (up or down) for a Fund's  fiscal year will not
exceed  2.00%,  so that the minimum and  maximum  management  fee paid by a Fund
during any fiscal  year would be 0% and 4%,  respectively  (as  opposed to 0% to
3%). The Adviser is currently waiving its right to receive all management fees.


               The date of this Supplement is September 28, 1999.



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