MFS SERIES TRUST XI
497, 2000-07-31
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                             VERTEX(SM) INCOME FUND

                      Supplement to the Current Prospectus


Effective  June 30,  2000,  the Expense  Summary  section is hereby  amended and
restated:

EXPENSE SUMMARY

                                                   Class A     Class B  Class C

Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)..     4.75%       0.00%    0.00%

Maximum Deferred Sales Charge (Load) (as a
percentage of original purchase price or
redemption proceeds, whichever is less)........ See Below(1)    4.00%    1.00%

     Annual  Fund  Operating  Expenses  (expenses  that are  deducted  from fund
assets):

Management Fees (2)..............................   2.00%       2.00%    2.00%
Distribution and Service (12b-1) Fees(3).........   0.35%       1.00%    1.00%
Other Expenses...................................   3.78%       3.78%    3.78%
                                                    -----       -----    -----
Total Annual Fund Operating Expenses.............   6.13%       6.78%    6.78%
     Fee Waiver and/or Expense Reimbursement(4)..  (6.09)%     (5.74)%  (5.74)%
                                                   -------     -------  -------
     Net Expenses(5)                                0.04%       1.04%    1.04%
--------------------

(1)  An initial  sales charge will not be deducted from your purchase if you buy
     $1 million  or more of class A shares,  or if you are  investing  through a
     retirement  plan and your  class A  purchase  meets  certain  requirements.
     However, in this case, a contingent deferred sales charge (referred to as a
     CDSC) of 1% may be  deducted  from your  redemption  proceeds if you redeem
     your investment within 12 months.

(2)  The management fee is subject to performance adjustments as described under
     "Management of the Funds - Investment Adviser."

(3)  The fund  adopted a  distribution  plan under Rule 12b-1 that permits it to
     pay marketing and other fees to support the sale and  distribution of class
     A, B and C  shares  and the  services  provided  to you by  your  financial
     adviser (referred to as distribution and service fees).

(4)  The  adviser  has  contractually  agreed to waive its right to receive  the
     management  fee,  and subject to  reimbursement,  to bear all of the fund's
     "Other  Expenses" after taking into account the expense offset  arrangement
     described below, and excluding expenses associated with the funds investing
     activities  (including  interest  and  dividend  expenses  with  respect to
     securities  sold short and  borrowing  activity).  The Adviser  will not be
     reimbursed  for  bearing  expenses  up to an expense  limitation  amount of
     2.00%, but will be entitled to reimbursement by the fund for expenses borne
     above  this  amount.   In  addition,   the  fund's   distributor  MFS  Fund
     Distributors,  Inc., has  contractually  agreed to waive the fund's class A
     distribution and service fees. These contractual arrangements will continue
     until at least May 1, 2001, unless changed with the consent of the board of
     trustees which oversees the fund.

(5)  The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian and dividend  disbursing  agent and the fund may enter into other
     similar arrangements and directed brokerage arrangements,  which would also
     have the effect of reducing the fund's  expenses.  Any such fee  reductions
     are not reflected in the table.  Had these fee  reductions  been taken into
     account  "Net  Expenses"  would be estimated to be 0.00% for class A, 1.00%
     for class B and 1.00% for class C shares.

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

         The examples assume that:

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

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

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


             Share Class                    1 Year     3 Years
             Class A shares                  $479       $1,691

             Class B shares:
                 Assuming redemption:        $506       $1,791
                 Assuming no redemption:     $106       $1,491

             Class C shares:
                 Assuming redemption:        $206       $1,491
                 Assuming no redemption:     $106       $1,491


                  The date of this Supplement is July 28, 2000.

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                             VERTEX(SM) INCOME FUND

             Supplement dated May 1, 2000 (as revised July 28, 2000)
                            to the Current Prospectus



This Supplement  describes the fund's class I shares, and it supplements certain
information in the fund's  Prospectus  dated May 1, 2000.  The caption  headings
used in  this  Supplement  correspond  with  the  caption  headings  used in the
Prospectus.

You may  purchase  class I  shares  only  if you are an  eligible  institutional
investor, as described under the caption "Description of Share Classes" below.

1.   RISK RETURN SUMMARY

     Performance Table. The "Performance Table" is not included because the fund
     has not had a full calendar year of investment operations.

2.   EXPENSE SUMMARY

     Expense Table. The "Expense Table" describes the fees and expenses that you
     may pay when you buy,  redeem  and hold  shares of the  fund.  The table is
     supplemented as follows:

                                                                     Class I
        Maximum Sales Charge (Load) Imposed on Purchases
          (as a percentage of offering price)...................      None
        Maximum Deferred Sales Charge (Load) (as a
          percentage of original purchase price or
          redemption proceeds, whichever is less)...............      None

     Annual  Fund  Operating  Expenses  (expenses  that are  deducted  from fund
assets):

    Management Fees(1).................................      2.00%
    Distribution and Service (12b-1) Fees..............      0.00%
    Other Expenses.....................................      3.78%
                                                             -----
    Total Annual Fund Operating Expenses...............      5.78%
       Fee Waiver and/or Expense Reimbursement (2) ....     (5.74)%
                                                            -------
       Net Expenses (3)................................      0.04%
--------------------------

(1)  The management fee is subject to performance adjustments as described under
     "Management of the Funds - Investment Adviser" in the prospectus.

(2)  The  adviser  has  contractually  agreed to waive its right to receive  the
     management  fee,  and subject to  reimbursement,  to bear all of the fund's
     "Other  Expenses" after taking into account the expense offset  arrangement
     described below, and excluding expenses associated with the funds investing
     activities  (including  interest  and  dividend  expenses  with  respect to
     securities  sold short and  borrowing  activity).  The Adviser  will not be
     reimbursed  for  bearing  expenses  up to an expense  limitation  amount of
     2.00%, but will be entitled to reimbursement by the fund for expenses borne
     above this amount.  These  contractual  arrangements will continue until at
     least May 1, 2001, unless changed with the consent of the board of trustees
     which oversees the fund.

(3)  The fund  has an  expense  offset  arrangement  which  reduces  the  fund's
     custodian fee based upon the amount of cash maintained by the fund with its
     custodian  and  dividend  disbursing  agent,  and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the fund's  expenses).  Any such fee  reductions are not
     reflected.  Had these  expense  reductions  been taken into  account,  "Net
     Expenses" would be estimated to be 0.00%.
<PAGE>

Example of Expenses

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

These examples assume that:

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

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

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

The table is supplemented as follows:

     Share Class                          Year 1             Year 3
     -----------                          ------             ------
     Class I shares                         $4               $1,208

3.   DESCRIPTIONS OF SHARE CLASSES

The "Description of Share Classes" is supplemented as follows:

If you are an eligible  institutional  investor (as  described  below),  you may
purchase  class I shares at net asset value  without an initial  sales charge or
CDSC upon redemption. Class I shares do not have annual distribution and service
fees, and do not convert to any other class of shares of the fund.

The following eligible institutional investors may purchase class I shares:

     o    certain  retirement plans  established for the benefit of employees of
          VIM, the Fund's investment adviser,  Massachusetts  Financial Services
          Company  ("MFS"),  the  corporate  parent of Vertex,  and employees of
          MFS's affiliates;

     o    any fund distributed by MFS Fund Distributors,  Inc.,  ('MFD"), if the
          fund seeks to achieve its investment  objective by investing primarily
          in shares of the fund and other MFS fund's:

In no event will the fund,  MFS,  MFD or any of their  affiliates  pay any sales
commissions or  compensation  to any third party in connection  with the sale of
class I shares. The payment of any such sales commission or compensation  would,
under the fund's policies,  disqualify the purchaser as an eligible  investor in
class I shares.

4.   HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES

The discussion of "How to Purchase,  Exchange and Redeem Shares" is supplemented
as follows:

You may  purchase,  redeem and  exchange  class I shares only  through  your MFD
representative  or by contacting  MFSC (see the back cover of the Prospectus for
address  and phone  number).  You may  exchange  your class I shares for class I
shares of another MFS Fund (if you are eligible to purchase them) and for shares
of the MFS Money Market Fund at net asset value.

     The date of this Supplement is May 1, 2000 (as revised July 28, 2000).




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