MFS SERIES TRUST XI
497, 2000-02-15
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                      MFS(R) Union Standard(R) Equity Fund

    Supplement to the Current Statement of Additional Information (the "SAI")

The  limitation  on  investment  in  foreign   securities  in  the   "Investment
Techniques,  Practices,  Risks and  Restrictions"  section  of the SAI is hereby
restated as follows:

     o    Foreign  securities  exposure may be up to (but not  including) 20% of
          the Fund's net assets

                The date of this Supplement is February 14, 2000.



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