MFS SERIES TRUST XI
497, 2000-12-01
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                       MFS(R) SCIENCE AND TECHNOLOGY FUND
                     MFS(R) INTERNATIONAL OPPORTUNITIES FUND
                   MFS(R) INTERNATIONAL STRATEGIC GROWTH FUND
                         MFS(R) INTERNATIONAL VALUE FUND
                 MFS(R) INTERMEDIATE INVESTMENT GRADE BOND FUND
                            MFS(R) RESEARCH BOND FUND
                    MFS(R) NEW YORK HIGH INCOME TAX FREE FUND
                 MFS(R) MASSACHUSETTS HIGH INCOME TAX FREE FUND
                             VERTEX CONTRARIAN FUND
                            MFS(R) MID CAP VALUE FUND
                           MFS(R) LARGE CAP VALUE FUND
                          MFS(R) HIGH QUALITY BOND FUND
                           MFS(R) STRATEGIC VALUE FUND
                        MFS(R) EMERGING MARKETS DEBT FUND
                               MFS(R) INCOME FUND
                           MFS(R) EUROPEAN EQUITY FUND
                             MFS(R) HIGH YIELD FUND
                         MFS(R) CONCENTRATED GROWTH FUND
                               VERTEX ALL CAP FUND


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


The  second,  third and  fourth  categories  in the  section  of the  Prospectus
entitled "Purchases Subject to a CDSC (but not an initial sales charge)" or, for
certain funds, in Appendix B of the Prospectus entitled "Sales Charge Categories
Available to Certain Retirement Plans," are hereby restated as follows:

o    Investments in class A shares by certain retirement plans subject to ERISA,
     if

          The retirement plan and/or sponsoring organization participates in the
          MFS  Fundamental  401(k) Program or any similar  recordkeeping  system
          made   available  by  MFSC   (referred  to  as  the  MFS   participant
          recordkeeping system);

          The plan  establishes  an account  with MFSC on or after July 1, 1996;
          and

          The total  purchases  by the  retirement  plan (or by  multiple  plans
          maintained  by the same  plan  sponsor)  of class A shares  of the MFS
          Funds will be in the amount of at least  $500,000  within a reasonable
          period of time, as determined by MFD in its sole discretion.

o    Investments in class A shares by certain retirement plans subject to ERISA,
     if

          The plan  establishes  an account  with MFSC on or after July 1, 1996;
          and

          The plan has, at the time of  purchase,  either  alone or in aggregate
          with other plans  maintained by the same plan sponsor,  a market value
          of $500,000 or more  invested in shares of any class or classes of the
          MFS Funds.

         The retirement plans will qualify under this category only if the plans
         or their  sponsoring  organization  informs MFSC prior to the purchases
         that the plans have a market  value of  $500,000  or more  invested  in
         shares of any class or classes of the MFS Funds; MFSC has no obligation
         independently  to  determine  whether  such  plans  qualify  under this
         category.

o    Investment in class A shares by certain  retirement plans subject to ERISA,
     if

          The plan  established  an account  with MFSC  between July 1, 1997 and
          December 31, 1999;

          The plan records are maintained on a pooled basis by MFSC; and

          The sponsoring  organization  demonstrates to the  satisfaction of MFD
          that, at the time of purchase,  the employer has at least 200 eligible
          employees and the plan has aggregate assets of at least $2,000,000.

Appendix A to Part II of the SAI is amended to add the following waiver category
under the heading "Waivers of Class A Sales Charges - Retirement Plans":

o    Reinvestment of Redemption Proceeds from Class B Shares

          Shares  acquired by a retirement  plan whose  sponsoring  organization
          subscribes  to the MFS  Participant  Recordkeeping  System  where  the
          purchase  represents the immediate  reinvestment  of proceeds from the
          plan's  redemption of its Class B shares
<PAGE>

          of the MFS Funds and is equal to or exceeds $500,000,  either alone or
          in  aggregate  with the current  market  value of the plan's  existing
          Class A shares.

Appendix  A to Part II of the SAI is  amended  to add the  following  two waiver
categories under the heading "Waivers of Class A Sales Charges - Shares redeemed
on account of distributions made under the following circumstances":

o    Retirement Plan Recordkeeping Service Agreements

          where the  retirement  plan is, at that time,  a party to a retirement
          plan  recordkeeping or administrative  services  agreement with MFD or
          one of its affiliates  pursuant to which certain of those services are
          provided by Benefit  Services  Corporation  or any  successor  service
          provider designated by MFD.

          where the retirement  plan has  established an account with MFSC on or
          after  January 1, 2000 and is, at that time,  a party to a  retirement
          plan  recordkeeping or administrative  services  agreement with MFD or
          one of its  affiliates  pursuant to which such  services  are provided
          with respect to at least $10 million in plan assets.

Appendix B to Part II of the SAI is amended to restate the second  paragraph and
to add a third paragraph under the heading "Dealer Commissions and Concessions -
Class A Shares - Purchases Subject to a CDSC (but not on Initial Sales Charge)":

         Except for those employer  sponsored  retirement plans described below,
         for  purposes of  determining  the level of  commissions  to be paid to
         dealers  with  respect to a  shareholder's  new  investment  in class A
         shares  purchases  for each  shareholder  account  (and  certain  other
         accounts for which the  shareholder  is a record or beneficial  holder)
         will be aggregated over a 12-month period  (commencing from the date of
         the first such purchase).

         In the  case of  employer  sponsored  retirement  plans  whose  account
         application  or other  account  establishment  paperwork is received in
         good order after  December 31, 1999,  purchases  will be  aggregated as
         described  above but the cumulative  purchase amount will not be re-set
         after the date of the first such purchase.

                 The date of this Supplement is January 1, 2000.

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                           MFS(R) MANAGED SECTORS FUND
                            MFS(R) CASH RESERVE FUND
                             MFS(R) CORE GROWTH FUND
                       MFS(R) GLOBAL ASSET ALLOCATION FUND
                            MFS(R) NEW DISCOVERY FUND
                     MFS(R) RESEARCH GROWTH AND INCOME FUND
                            MFS(R) EQUITY INCOME FUND
                       MFS(R) RESEARCH INTERNATIONAL FUND
                          MFS(R) STRATEGIC GROWTH FUND
                           MFS(R) EMERGING GROWTH FUND
                          MFS(R) LARGE CAP GROWTH FUND
                         MFS(R) INTERMEDIATE INCOME FUND
                           MFS(R) CHARTER INCOME FUND
                             MFS(R) HIGH INCOME FUND
                        MFS(R) MUNICIPAL HIGH INCOME FUND
                      MFS(R) HIGH YIELD OPPORTUNITIES FUND
                            MFS(R) MONEY MARKET FUND
                       MFS(R) GOVERNMENT MONEY MARKET FUND
                           MFS(R) MUNICIPAL BOND FUND
                           MFS(R) MID CAP GROWTH FUND
                            MFS(R) TOTAL RETURN FUND
                              MFS(R) RESEARCH FUND
                         MFS(R) GLOBAL TOTAL RETURN FUND
                              MFS(R) UTILITIES FUND
                            MFS(R) GLOBAL EQUITY FUND
                         MFS(R) GLOBAL GOVERNMENTS FUND
                        MFS(R) CAPITAL OPPORTUNITIES FUND
                          MFS(R) STRATEGIC INCOME FUND
                            MFS(R) GLOBAL GROWTH FUND
                                MFS(R) BOND FUND
                     MFS(R) INTERNATIONAL OPPORTUNITIES FUND
                   MFS(R) INTERNATIONAL STRATEGIC GROWTH FUND
                         MFS(R) INTERNATIONAL VALUE FUND
                 MFS(R) INTERMEDIATE INVESTMENT GRADE BOND FUND
                            MFS(R) RESEARCH BOND FUND
                    MFS(R) NEW YORK HIGH INCOME TAX FREE FUND
                 MFS(R) MASSACHUSETTS HIGH INCOME TAX FREE FUND
                             VERTEX CONTRARIAN FUND
                               VERTEX ALL CAP FUND
                         MFS(R) GOVERNMENT MORTGAGE FUND
                        MFS(R) INTERNATIONAL GROWTH FUND
                   MFS(R) INTERNATIONAL GROWTH AND INCOME FUND
                       MFS(R) EMERGING MARKETS EQUITY FUND
                      MFS(R) UNION STANDARD(R) EQUITY FUND
                        MFS(R) GROWTH OPPORTUNITIES FUND
                        MFS(R) GOVERNMENT SECURITIES FUND
                    MASSACHUSETTS INVESTORS GROWTH STOCK FUND
                     MFS(R) GOVERNMENT LIMITED MATURITY FUND
                          MASSACHUSETTS INVESTORS TRUST
                       MFS(R) ALABAMA MUNICIPAL BOND FUND
                       MFS(R) ARKANSAS MUNICIPAL BOND FUND
                      MFS(R) CALIFORNIA MUNICIPAL BOND FUND
                       MFS(R) FLORIDA MUNICIPAL BOND FUND
                       MFS(R) GEORGIA MUNICIPAL BOND FUND
                       MFS(R) MARYLAND MUNICIPAL BOND FUND
                    MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
                     MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
                       MFS(R) NEW YORK MUNICIPAL BOND FUND
                    MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
                     MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
                    MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
                      MFS(R) TENNESSEE MUNICIPAL BOND FUND
                       MFS(R) VIRGINIA MUNICIPAL BOND FUND
                    MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND
                          MFS(R) MUNICIPAL INCOME FUND
                          MFS(R) LIMITED MATURITY FUND
                     MFS(R) MUNICIPAL LIMITED MATURITY FUND
                             MFS(R) TECHNOLOGY FUND
                            MFS(R) MID CAP VALUE FUND
                           MFS(R) LARGE CAP VALUE FUND
                          MFS(R) HIGH QUALITY BOND FUND
                           MFS(R) STRATEGIC VALUE FUND
                        MFS(R) EMERGING MARKETS DEBT FUND
                               MFS(R) INCOME FUND
                           MFS(R) EUROPEAN EQUITY FUND
                             MFS(R) HIGH YIELD FUND
                         MFS(R) CONCENTRATED GROWTH FUND


    Supplement to the Statement of Additional Information (the "SAI") Part II

Effective April 1, 2000, the SAI Part II, Section III "Distribution Plan", under
the  heading  "Class A  Shares",  is hereby  restated  to insert  the  following
disclosure between the second and third paragraphs:

      In the case of a retirement plan (or multiple plans maintained by the same
plan  sponsor)  which has  established  accounts with MFSC, on or after April 1,
2000  and is,  at that  time,  a party to a  retirement  plan  recordkeeping  or
administrative  services agreement with MFD or one of its affiliates pursuant to
which such  services are  provided  with respect to at least $10 million in plan
assets,  MFD may retain the service fee paid by the fund with  respect to shares
purchased  by such plan for the first year after  purchase.  Dealers will become
eligible  to receive  the ongoing  applicable  service fee with  respect to such
shares commencing in the 13th month following purchase.

                  The date of this Supplement is April 10, 2000



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