MFS SERIES TRUST XI
497, 1999-12-14
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                            VERTEX U.S. ALL CAP FUND

                      Supplement to the Current Prospectus


         The Board of Trustees  which oversees the Vertex U.S. All Cap Fund (the
"Fund"),  has approved the termination of the Fund effective  December 22, 1999,
or as soon thereafter as practicable  (the  "Termination  Date").  In connection
with the  termination  of the Fund, the Board of Trustees has suspended the sale
of the Fund's shares effective  immediately.  Consequently,  purchase orders for
Fund shares that are  received on or after  December 8, 1999 will be rejected by
the Fund.

         Enclosed is a formal Notice of Termination  which is designed to answer
any questions concerning the Fund's termination. As described more fully in this
Notice, until the Termination Date, shareholders may choose to redeem their Fund
shares or exchange  their shares for shares of the same class of any fund in the
MFS Family of Funds(R)  which permits  exchanges at such fund's then current net
asset  value.  If a  shareholder  takes  no  action,  his  or  her  shares  will
automatically  be  exchanged  on the  Termination  Date for shares of the MFS(R)
Money Market Fund ("MMM").

         MMM,  a member of the MFS  Family of Funds,  seeks to provide as high a
level of current income as is consistent  with the  preservation  of capital and
liquidity. MMM's prospectus is enclosed with the Notice of Termination.


                THE DATE OF THIS SUPPLEMENT IS DECEMBER 8, 1999.




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