MFS VARIABLE INSURANCE TRUST, 497, 1995-05-05

MFS VARIABLE INSURANCE TRUST
497, 1995-05-05

Previous: MFS VARIABLE INSURANCE TRUST, 497, 1995-05-05

Next: MFS VARIABLE INSURANCE TRUST, 497, 1995-05-05

<PAGE>

<TABLE>
<S> <C>
MFS-REGISTERED TRADEMARK- TOTAL RETURN
SERIES-SM-
MFS-REGISTERED TRADEMARK- UTILITIES
SERIES-SM-
MFS-REGISTERED TRADEMARK- WORLD GOVERNMENTS PROSPECTUS
SERIES-SM- May 1, 1995
</TABLE>

- --------------------------------------------------------------------------------
MFS-Registered Trademark- VARIABLE INSURANCE TRUST-SM-
500 Boylston Street, Boston, Massachusetts 02116 (617) 954-5000

MFS Variable Insurance Trust (the "Trust") is an open-end management investment
company offering insurance company separate accounts a selection of investment
vehicles for variable annuity and variable life insurance contracts (the
"Contracts"). The Trust has twelve separate portfolios or series, three of which
are offered pursuant to this Prospectus:

- -- MFS TOTAL RETURN SERIES (the "Total Return Series"), which seeks primarily to
provide above-average income (compared to a portfolio entirely invested in
equity securities) consistent with the prudent employment of capital and
secondarily to provide a reasonable opportunity for growth of capital and
income;

- -- MFS UTILITIES SERIES (the "Utilities Series"), which seeks capital growth and
current income (income above that available from a portfolio invested
entirely in equity securities);

- -- MFS WORLD GOVERNMENTS SERIES (the "World Governments Series"), which seeks
preservation and growth of capital, together with moderate current income.
-------------------

The investment adviser and distributor of the Total Return Series, Utilities
Series and the World Governments Series (collectively hereinafter referred to as
the "Series") are Massachusetts Financial Services Company and MFS Fund
Distributors, Inc., respectively, both of which are located at 500 Boylston
Street, Boston, Massachusetts 02116.

BECAUSE OF THEIR INVESTMENT POLICIES PERMITTING INVESTMENT IN FOREIGN
SECURITIES, INVESTMENTS IN EACH SERIES MAY BE SUBJECT TO A GREATER DEGREE OF
RISK THAN INVESTMENTS IN OTHER INVESTMENT COMPANIES WHICH INVEST ENTIRELY IN
DOMESTIC SECURITIES.
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

SHARES OF THE TRUST ARE AVAILABLE AND ARE BEING MARKETED AS A POOLED FUNDING
VEHICLE FOR LIFE INSURANCE COMPANIES WRITING ALL TYPES OF CONTRACTS.

This Prospectus sets forth concisely the information about each Series that a
prospective investor should know before applying for the Contracts offered by
the separate accounts of certain insurance companies ("Participating Insurance
Companies"). Investors are advised to read this Prospectus and the applicable
Contract prospectus carefully and retain them for future reference. If you
require more detailed information, a Statement of Additional Information dated
May 1, 1995, as supplemented from time to time, is available upon request
without charge and may be obtained by calling or by writing to the Shareholder
Servicing Agent. (See back cover for address and phone number.) The Statement of
Additional Information, which is incorporated by reference into this Prospectus,
has been filed with the Securities and Exchange Commission.

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----------
<C> <S> <C>
1. Expense Summary............................................................................................ 3
2. Investment Concept of the Trust............................................................................ 3
3. Condensed Financial Information............................................................................ 4
4. Investment Objectives and Policies......................................................................... 5
MFS Total Return Series.................................................................................... 5
MFS Utilities Series....................................................................................... 6
MFS World Governments Series............................................................................... 8
5. Investment Techniques...................................................................................... 9
6. Additional Risk Factors.................................................................................... 15
7. Management of the Series................................................................................... 19
8. Information Concerning Shares of Each Series............................................................... 20
Purchases and Redemptions.................................................................................. 20
Net Asset Value............................................................................................ 21
Distributions.............................................................................................. 21
Tax Status................................................................................................. 21
Description of Shares, Voting Rights and Liabilities....................................................... 21
Performance Information.................................................................................... 22
Expenses................................................................................................... 22
Shareholder Communications................................................................................. 23
Appendix A -- Description of Bond Ratings............................................................................. A-1
Appendix B -- Description of Obligations Issued or Guaranteed by U.S. Government Agencies,
Authorities or Instrumentalities.................................................................................... B-1
Appendix C -- Principal Sectors of Utilities Industry................................................................. C-1
</TABLE>

2
<PAGE>
1. EXPENSE SUMMARY

<TABLE>
<S> <C>
ANNUAL OPERATING EXPENSES OF EACH SERIES (AS PERCENTAGE OF AVERAGE NET ASSETS):
Management Fee..................................................................... .75%
Other Expenses (after fee reduction)*.............................................. .25%
---
Total Operating Expenses (after fee reduction)*.................................... 1.00%
<FN>
- ------------
* The Adviser has agreed to bear, subject to reimbursement, expenses for each
of the Total Return Series and Utilities Series, such that each Series'
aggregate operating expense shall not exceed, on an annualized basis, 1.00%
of the average daily net assets of the Series from November 2, 1994 through
December 31, 1996, 1.25% of the average daily net assets of the Series from
January 1, 1997 through December 31, 1998, and 1.50% of the average daily net
assets of the Series from January 1, 1999 through December 31, 2004; provided
however, that this obligation may be terminated or revised at any time. See
"Information Concerning Shares of Each Series--Expenses" below. Absent this
expense arrangement, "Other Expenses" and "Total Operating Expenses" would be
0.62% and 1.37%, respectively, for the Total Return Series, and 0.93% and
1.68%, respectively, for the Utilities Series, based upon estimated expenses
for the Series' current fiscal year.
The Adviser has agreed to bear, subject to reimbursement, until December 31,
2004, expenses of the World Governments Series such that the Series'
aggregate operating expenses do not exceed 1.00%, on an annualized basis, of
its average daily net assets. See "Information Concerning Shares of Each
Series--Expenses" below. Absent this expense arrangement, "Other Expenses"
and "Total Operating Expenses" for the World Governments Series would be
0.63% and 1.38%, respectively.
</TABLE>

The Series' annual operating expenses do not reflect expenses imposed by
separate accounts of Participating Insurance Companies through which an
investment in a Series is made or their related Contracts. A separate account's
expenses are disclosed in the prospectus through which the Contract relating to
that separate account is offered for sale.

2. INVESTMENT CONCEPT OF THE TRUST

The Trust is an open-end, registered management investment company with twelve
separate series, each of which is a segregated, separately managed portfolio of
securities. The Total Return Series is a diversified series of the Trust and the
World Governments Series and the Utilities Series are non-diversified series of
the Trust. The Trust was organized as a business trust under the laws of The
Commonwealth of Massachusetts by a Declaration of Trust dated February 1, 1994.

The Trust offers shares of its twelve Series to insurance company separate
accounts that fund Contracts. Separate accounts may purchase or redeem shares at
net asset value without any sales or redemption charge. Fees and charges imposed
by a separate account, however, will affect the actual return to the holder of a
Contract. A separate account may also impose certain restrictions or limitations
on the allocation of purchase payments or Contract value to the Series.
Prospective investors should consult the applicable Contract prospectus for
information regarding fees and expenses of the Contract and separate account and
any applicable restrictions or limitations. The Trust assumes no responsibility
for such prospectuses.

The Trust offers shares of the Series to the separate accounts of Participating
Insurance Companies that are affiliated or unaffiliated ("shared funding"), and
shares of the Series will serve as the underlying investments for both variable
annuity and variable life insurance contracts ("mixed funding"). Due to
differences in tax treatment or other considerations, the interests of various
Contract owners might at some time be in conflict. The Trust currently does not
foresee any such conflict. Nevertheless, the Trust's Board of Trustees intends
to monitor events in order to identify any material irreconcilable conflicts
which may possibly arise and to determine what action, if any, should be taken
in response thereto. If such a conflict were to occur, one or more separate
accounts of the Participating Insurance Companies might be required to withdraw
its investments in one or more Series. This might force a Series to sell
securities at disadvantageous prices.

3
<PAGE>
Individual Contract holders are not the "shareholders" of the Trust. Rather, the
Participating Insurance Companies and their separate accounts are the
shareholders or investors, although such companies may pass through voting
rights to their Contract holders.

The Trust's Board of Trustees provides broad supervision over the affairs of the
Trust and the Series. Massachusetts Financial Services Company, a Delaware
corporation ("MFS" or the "Adviser"), is the investment adviser to each Series.
A majority of the Trustees of the Trust are not affiliated with the Adviser. The
Adviser is responsible for the management of the assets of each Series and the
officers of the Trust are responsible for the operations. The Adviser manages
the Series' portfolios from day to day in accordance with the investment
objectives and policies of each Series. The selection of investments and the way
they are managed depend on the conditions and trends in the economy and the
financial marketplaces.

3. CONDENSED FINANCIAL INFORMATION

The following information should be read in conjunction with the World
Governments Series' financial statements included in the Series' Annual Report
to shareholders which are incorporated by reference into the Statement of
Additional Information in reliance upon the report of Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing.
The other Series of the Trust had not commenced investment operations as of
December 31, 1994.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
WORLD GOVERNMENTS SERIES 1994*
----------------
<S> <C>
Per Share data (for a share outstanding throughout the period):
Net asset value--beginning of period.......................................... $ 10.00
------
Income from investment operations++
Net investment income**..................................................... $ 0.17
Net realized and unrealized loss on investments............................. (0.09)
------
Total from investment operations.......................................... $ 0.08
------
Less distributions declared to shareholders
From net investment income.................................................. $ (0.17)
In excess of net investment income.......................................... (0.09)
------
Total distributions declared to shareholders.............................. $ (0.26)
------
Net asset value--end of period................................................ $ 9.82
------
------
Total return.................................................................. 0.79%
Ratios (to average net assets)/Supplemental data**:
Expenses.................................................................... 1.00%+
Net investment income....................................................... 4.68%+
Portfolio turnover............................................................ 62%
Net assets at end of period (000 omitted)..................................... $ 2,881
<FN>
- --------------
+Annualized.
++Per share data is based on average shares outstanding.
*For the period from the commencement of investment operations, June 14, 1994
to December 31, 1994.
**The investment adviser did not impose a portion of its management fee for the
period indicated. If this fee had been incurred by the Series, the net
investment income per share and the ratios would have been:
</TABLE>

<TABLE>
<S> <C>
Net investment income............................................................................. $0.16
Ratios (to average net assets):
Expenses........................................................................................ 1.10%+
Net investment income........................................................................... 4.58%+
</TABLE>

4
<PAGE>
Total return information does not reflect expenses that apply to the separate
accounts of Participating Insurance Companies or their related Contracts. The
inclusion of these charges would reduce the total return figure for the period
shown.

4. INVESTMENT OBJECTIVES AND POLICIES

Each Series has different investment objectives which it pursues through
separate investment policies, as described below. The differences in objectives
and policies among the Series can be expected to affect the degree of market and
financial risk to which each Series is subject and the return of each Series.
The investment objectives and policies of each Series may, unless otherwise
specifically stated, be changed by the Board of Trustees of the Trust without a
vote of the shareholders. Any investment involves risk and there is no assurance
that the objectives of any Series will be achieved.

MFS TOTAL RETURN SERIES -- The Total Return Series' primary investment objective
is to obtain above-average income (compared to a portfolio entirely invested in
equity securities) consistent with the prudent employment of capital, and its
secondary objective is to provide a reasonable opportunity for growth of capital
and income, since many securities offering a better than average yield may also
possess growth potential. Thus, in selecting securities for its portfolio, the
Series considers each of these objectives. Generally, at least 40% of the Total
Return Series' assets are invested in equity securities.

The Total Return Series' policy is to invest in a broad list of securities,
including short-term obligations. The list may be diversified not only by
companies and industries, but also by type of security. Fixed income securities
and equity securities (which include: common and preferred stocks; securities
such as bonds, warrants or rights that are convertible into stock; and
depository receipts for those securities) may be held by the Series. Some fixed
income securities may also have a call on common stock by means of a conversion
privilege or attached warrants. The Total Return Series may vary the percentage
of assets invested in any one type of security in accordance with the Adviser's
interpretation of economic and money market conditions, fiscal and monetary
policy and underlying security values. The Series' debt investments may consist
of both "investment grade" securities (rated Baa or better by Moody's Investor
Services, Inc. ("Moody's") or BBB or better by Standard & Poor's Rating Group
("S&P") or by Fitch Investor Services, Inc. ("Fitch"), and securities that are
unrated or are in the lower rating categories (rated Ba or lower by Moody's or
BB or lower by S&P or by Fitch) (commonly known as "junk bonds") including up to
20% of its assets in nonconvertible fixed income securities that are in these
lower rating categories and comparable unrated securities (see "Additional Risk
Factors" below). Generally, most of the Series' long-term debt investments will
consist of "investment grade" securities. See Appendix A to this Prospectus for
a description of these ratings. It is not the Series' policy to rely exclusively
on ratings issued by established credit rating agencies but rather to supplement
such ratings with the Adviser's own independent and ongoing review of credit
quality.

The Total Return Series may also invest in United States government securities,
including: (1) U.S. Treasury obligations, which differ only in their interest
rates, maturities and times of issuance: U.S. Treasury bills (maturities of one
year or less); U.S. Treasury notes (maturities of one to ten years); and U.S.
Treasury bonds (generally maturities of greater than ten years), all of which
are backed by the full faith and credit of the U.S. Government; and (2)
obligations issued or guaranteed by U.S. Government agencies, authorities or
instrumentalities, some of which are backed by the full faith and credit of the
U.S. Treasury, E.G., direct pass-through certificates of the Government National
Mortgage Association ("GNMA"); some of which are supported by the right of the
issuer to borrow from the U.S. Government, E.G., obligations of Federal Home
Loan Banks; and some of which are backed only by the credit of the issuer
itself, E.G., obligations of the Student Loan Marketing Association
(collectively, "U.S. Government Securities"). The term "U.S. Government
Securities" also includes interests in trusts or other entities representing
interests in obligations that are backed by the full faith and credit of the
U.S. Government or are issued or guaranteed by the U.S. Government, its
agencies, authorities or instrumentalities. (See Appendix B hereto for a
description of U.S. Government Securities.)

The Total Return Series may invest in American Depositary Receipts ("ADRs") and
may invest up to 20% (and expects generally to invest between % and %) of
its total assets in foreign securities including emerging markets securities
(not including ADRs). The Series may also hold foreign currency received in
connection with investments in foreign securities or in anticipation of
purchasing foreign securities. (See "Investment Techniques" and "Additional Risk
Factors" below.)

5
<PAGE>
The Total Return Series may invest in mortgage pass-through securities, zero
coupon bonds, deferred interest bonds and bonds on which the interest rate is
payable in kind ("PIK bonds"). The Series also may purchase securities on a
"when-issued" or on a "forward delivery" basis. In addition, the Series may
invest in indexed securities, mortgage "dollar roll" transactions, loan
participations and corporate asset-backed securities. The Series may invest in
indexed securities whose value is linked to foreign currencies, interest rates,
commodities, indices, or other financial indicators. (See "Investment
Techniques" below.) The Total Return Series may purchase securities that are not
registered under the SEC 1933 Act, including those that can be offered and sold
to "qualified institutional buyers" under Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"). (See "Additional Risks" below.)

The Total Return Series may write covered put and call options on securities and
stock indices and purchase put and call options on securities and stock indices.
The Series may also enter into "yield curve" options and may purchase and write
options on foreign currencies. (See "Investment Techniques" below.)

The Total Return Series may enter into stock index and foreign currency futures
contracts and may purchase and write options on futures contracts. In addition,
the Series may enter into forward foreign currency exchange contracts. (See
"Investment Techniques" below.)

MFS UTILITIES SERIES -- The Utilities Series' investment objective is to seek
capital growth and current income (income above that available from a portfolio
invested entirely in equity securities).

The Utilities Series will seek to achieve its objective by investing, under
normal circumstances, at least 65% (but up to 100% at the discretion of the
Adviser) of its assets in equity and debt securities of both domestic and
foreign companies in the utilities industry. Equity securities in which the
Series may invest include common stocks, preferred stocks, securities
convertible into common stocks or preferred stocks, and warrants to purchase
common or preferred stocks. At least 80% of the debt securities held by the
Series will be rated at the time of investment at least Baa by Moody's or BBB by
S&P or by Fitch or will be of comparable quality as determined by the Adviser
(see "Additional Risk Factors" below). See Appendix A to this prospectus for a
description of these ratings. The Series may also invest in debt and equity
securities of issuers in other industries, as discussed below, although under
normal circumstances not more than 35% of the Series' assets will be so
invested. In addition, the Series may hold a portion of its assets in cash and
money market instruments.

Companies in the utilities industry include (i) companies engaged in the
manufacture, production, generation, transmission, sale or distribution of
electric, gas or other types of energy, water or other sanitary services and
(ii) companies engaged in telecommunications, including telephone, cellular
telephones, telegraph, satellite, microwave, cable television and other
communications media (but not companies engaged in public broadcasting). The
Adviser deems a particular company to be in the utilities industry if, at the
time of investment, the Adviser determines that at least 50% of the company's
assets or revenues are derived from one or more of those industries.

The portion of the Utilities Series' assets invested in a particular type of
utility and in equity or debt securities will vary in light of changes in
interest rates, market conditions and economic conditions and other factors. The
Series may invest in foreign securities, including emerging market securities
and non-dollar denominated securities, although under normal circumstances it is
not expected that more than 35% of the Series' assets will be so invested. The
Series also may invest in ADRs. The Series may hold foreign currency received in
connection with investments in foreign securities and in anticipation of
purchasing foreign securities. (See "Investment Techniques" and "Additional Risk
Factors" below.) For further information on the principal sectors of the
utilities industry in which the Series may invest, see Appendix C.

Since the Utilities Series' investments are concentrated in utility securities,
the value of the Series' shares will be especially affected by factors peculiar
to the utilities industry, and may fluctuate more widely than the value of
shares of a fund that invests in a broader range of industries. The rates many
utility companies may charge their customers are controlled by governmental
regulatory commissions which may result in a delay in the utility company
passing along increases in costs to its customers. Furthermore, there is no
assurance that regulatory authorities will, in the future, grant rate increases
or that

6
<PAGE>
such increases will be adequate to permit the payment of dividends on common
stocks. Many utility companies, especially electric and gas and other energy
related utility companies, are subject to various uncertainties, including:
risks of increases in fuel and other operating costs; the high cost of borrowing
to finance capital construction during inflationary periods; difficulty
obtaining adequate returns on invested capital, even if frequent rate increases
are approved by public service commissions; restrictions on operations and
increased costs and delays as a result of environmental and nuclear safety
regulations; securing financing for large construction projects during an
inflationary period; difficulties of the capital markets in absorbing utility
debt and equity securities; difficulty in raising capital in adequate amounts on
reasonable terms in periods of high inflation and unsettled capital markets;
technological innovations which may render existing plants, equipment or
products obsolete; the potential impact of natural or man-made disasters;
difficulties in obtaining natural gas for resale or fuel for electric generation
at reasonable prices; coping with the general effects of energy conservation,
particularly in light of changing policies regarding energy; and special risks
associated with the construction and operation of nuclear power generating
facilities, including technical factors and costs, and the possibility that
federal, state and municipal government authorities may from time to time review
existing requirements and impose additional requirements. Certain utility
companies, especially gas and telephone utility companies, have in recent years
been affected by increased competition, which could adversely affect the
profitability of such utility companies. Furthermore, there are uncertainties
resulting from certain telecommunications companies' diversification into new
domestic and international businesses as well as agreements by many such
companies linking future rate increases to inflation or other factors not
directly related to the active operating profits of the enterprise.

Foreign utility companies are also subject to regulation, although such
regulations may or may not be comparable to those in the U.S. Foreign utility
companies may be more heavily regulated by their respective governments than
utilities in the U.S. and, as in the U.S., generally are required to seek
government approval for rate increases. In addition, since many foreign
utilities use fuel that causes more pollution than those used in the U.S., such
utilities may be required to invest in pollution control equipment to meet any
proposed pollution restrictions. Foreign regulatory systems vary from country to
country and may evolve in ways different from regulation in the U.S.

The Utilities Series is permitted to invest in securities of issuers that are
outside the utilities industry, although under normal circumstances not more
than 35% of the Series' assets will be so invested. Such investments may include
common stocks, debt securities (including municipal debt securities) and
preferred stocks and will be selected to meet the Series' investment objective
of both capital growth and current income. These securities may be issued by
either U.S. or non-U.S. companies. Some of these issuers may be in industries
related to the utilities industry and, therefore, may be subject to similar
risks.

Investments outside the utilities industry may also include U.S. Government
Securities, as that term is defined under "Investment Objectives and
Policies--MFS Total Return Series" above. When and if available, U.S. Government
Securities may be purchased at a discount from face value. However, the Series
does not intend to hold such securities to maturity for the purpose of achieving
potential capital gains, unless current yields on the securities remain
attractive.

The Utilities Series may invest in mortgage pass-through securities that are
U.S. Government securities and in zero coupon bonds, collateralized mortgage
obligations, multiclass pass-through securities and corporate asset-backed
securities. The Series may purchase securities on a "when-issued" or on a
"forward delivery" basis. The Series may invest in indexed securities whose
value is linked to foreign currencies, interest rates, commodities, indices or
other financial indicators. In addition, the Series may enter into mortgage
"dollar roll" transactions. (See "Investment Techniques" below.) The Series may
purchase securities that are not registered under the 1933 Act but can be
offered and sold to "qualified institutional buyers" under Rule 144A under the
1933 Act. (See "Additional Risk Factors" below.)

The Utilities Series may write covered call and put options and purchase call
and put options on domestic and foreign stock indices. The Series also may enter
into futures contracts on fixed income securities, foreign currencies, indices
of foreign currencies, and indices of fixed income securities. In addition, the
Series may purchase and write options on such futures contracts. The Series may
enter into forward foreign currency exchange contracts and may purchase and
write options on

7
<PAGE>
foreign currencies. The Series may invest in Brady Bonds. The Series also may
hold foreign currency received in connection with investments in foreign
securities or in anticipation of purchasing foreign securities. (See "Investment
Techniques" below.)

MFS WORLD GOVERNMENTS SERIES -- The World Governments Series' investment
objective is to seek preservation and growth of capital, together with moderate
current income.

The World Governments Series seeks to achieve its investment objective through a
professionally managed, internationally diversified portfolio consisting
primarily of debt securities and to a lesser extent equity securities. The
Series attempts to provide investors with an opportunity to enhance the value
and increase the protection of their investment against inflation and otherwise
by taking advantage of investment opportunities in the U.S. as well as in other
countries where opportunities may be more rewarding. It is believed that
diversification of assets on an international basis decreases the degree to
which events in any one country, including the U.S., can affect the entire
portfolio. Although the percentage of the Series' assets invested in securities
issued abroad and denominated in foreign currencies will vary depending on the
state of the economies of the principal countries of the world, their financial
markets and the relationship of their currencies to the U.S. dollar, under
normal conditions the Series' portfolio is internationally diversified. However,
for defensive reasons or during times of international political or economic
uncertainty or turmoil, most or all of the Series' investments may be in the
U.S.

Under normal economic and market conditions, at least 80% of the Series'
portfolio is invested in debt securities, such as bonds, debentures, mortgage
securities, notes, commercial paper, obligations issued or guaranteed by a
government or any of its political subdivisions, agencies or instrumentalities,
certificates of deposit, as well as debt obligations which may have a call on
common stock by means of a conversion privilege or attached warrants. Debt
securities in which the Series may invest may also include zero coupon bonds,
mortgage pass-through securities, collateralized mortgage obligations,
multiclass pass-through securities and stripped mortgage-backed securities. The
Series also may enter into mortgage "dollar roll" transactions. The Series may
invest in indexed securities whose value is linked to foreign currencies,
interest rates, commodities, indices or other financial indicators. (See
"Investment Techniques" below.) The Series may purchase securities that are not
registered under the 1933 Act but can be offered and sold to "qualified
institutional buyers" under Rule 144A under the 1933 Act. (See "Additional Risk
Factors" below.)

The World Governments Series may write covered put and call options on
securities and purchase put and call options. The Series may also enter into
"yield curve" options. The Series may enter into futures contracts on fixed
income securities, on foreign currencies and on indices of securities, and may
purchase and write options on such futures contracts. In addition, the Series
may enter into forward foreign currency exchange contracts and options on
foreign currencies. The Series also may enter into interest rate swaps, currency
swaps and other types of available swap agreements. The Series also may purchase
and sell caps, floors and collars. The Series may invest in Brady Bonds. (See
"Investment Techniques" below.)

The World Governments Series may invest in ADRs. The Series may also invest up
to 100% (and expects generally to invest up to 80%) of its total assets in
foreign securities including emerging markets securities (not including ADRs).
See "Investment Techniques" and "Additional Risk Factors" below. The Adviser
will determine the amount of the World Governments Series' assets to be invested
in the United States and the amount to be invested abroad. The U.S. assets will
be invested in high quality debt securities and the remainder of the assets will
be diversified among countries where opportunities for total return are expected
to be most attractive. It is currently expected that investments within foreign
countries will be primarily in government securities to minimize credit risks.
The Series will not invest 25% or more of the value of its assets in the
securities of any one foreign government. The portfolio will be managed actively
and the asset allocations modified as the Adviser deems necessary.

The World Governments Series will purchase non-dollar securities denominated in
the currency of countries where the interest rate environment as well as the
general economic climate provide an opportunity for declining interest rates and
currency appreciation. If interest rates decline, such non-dollar securities
will appreciate in value. If the currency also appreciates against the dollar,
the total investment in such non-dollar securities would be enhanced further.
Conversely, a rise

8
<PAGE>
in interest rates or decline in currency exchange rates would adversely affect
the Series' return. Investments in non-dollar denominated securities are
evaluated primarily on the strength of a particular currency against the dollar
and on the interest rate climate of that country. Currency is judged on the
basis of fundamental economic criteria (E.G., relative inflation levels and
trends, growth rate forecasts, balance of payments status, and economic
policies) as well as technical and political data. In addition to the foregoing,
interest rates are evaluated on the basis of differentials or anomalies that may
exist between different countries. The Series may hold foreign currency received
in connection with investments in foreign securities and in anticipation of
purchasing foreign securities. (See "Additional Risk Factors" below.)

The phrase "preservation of capital" when applied to a domestic investment
company is generally understood to imply that the portfolio is invested in very
low risk securities and that the major risk is loss of purchasing power through
the effects of inflation or major changes in interest rates. However, while the
World Governments Series invests in securities which are believed to have
minimal credit risk, an error of judgment in selecting a currency or an interest
rate environment could result in a loss of capital.

It is contemplated that the World Governments Series' long-term debt investments
will consist primarily of securities which are believed by the Adviser to be of
relatively high quality. If after the Series purchases such a security, the
quality of the security deteriorates significantly, the security will be sold
only if the Adviser believes it is advantageous to do so.

5. INVESTMENT TECHNIQUES

LENDING OF PORTFOLIO SECURITIES: Each of the Series may seek to increase its
income by lending portfolio securities. Such loans will usually be made to
member firms (and subsidiaries thereof) of the New York Stock Exchange (the
"Exchange") and to member banks of the Federal Reserve System, and would be
required to be secured continuously by collateral in cash, cash equivalents or
U.S. Treasury securities maintained on a current basis at an amount at least
equal to the market value of the securities loaned. If the Adviser determines to
make securities loans, it is intended that the value of the securities loaned
would not exceed 25% of the value of the net assets of the Series making the
loans.

EMERGING MARKETS SECURITIES: Each Series may invest in fixed income securities
of issuers (including foreign governments and their subdivisions, agencies or
instrumentalities) located in emerging markets. For the purposes of each Series,
emerging markets include any country: (i) having an "emerging stock market" as
defined by the International Finance Corporation; (ii) with low- to
middle-income economies according to the International Bank for Reconstruction
and Development (the World Bank); (iii) listed in World Bank publications as
developing; or (iv) determined by MFS to be an emerging market as defined above.
Each Series may invest in fixed income securities of: (i) foreign governments or
any of their political subdivisions, agencies or instrumentalities; (ii)
companies the principal securities trading market for which is an emerging
market country; (iii) companies organized under the laws of, and with a
principal office in, an emerging market country; (iv) companies whose principal
activities are located in emerging market countries; or (v) companies whose
securities are traded in any markets that derive 50% or more of their total
revenue from either goods or services produced in an emerging market or sold in
an emerging market.

BRADY BONDS: The World Governments Series and the Utilities Series may invest in
Brady Bonds, which are securities created through the exchange of existing
commercial bank loans to public and private entities in certain emerging markets
for new bonds in connection with debt restructurings under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the
"Brady Plan"). Brady Plan debt restructurings have been implemented to date in
Argentina, Brazil, Bulgaria, Costa Rica, Ecuador, Mexico, Nigeria, the
Philippines, Poland, Uruguay and Venezula. Brady Bonds have been issued only
recently, and for that reason do not have a long payment history. Brady Bonds
may be collateralized or uncollateralized, are issued in various currencies (but
primarily the U.S. dollar) and are actively traded in over-the-counter secondary
markets. U.S. dollar-denominated, collateralized Brady Bonds, which may be
fixed-rate bonds or floating-rate bonds, are generally collateralized in full as
to principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Brady Bonds are often viewed as having three or four valuation
components: the collateralized repayment of principal

9
<PAGE>
at final maturity; the collateralized interest payments; the uncollateralized
interest payments; and any uncollateralized repayment of principal at maturity
(these uncollateralized amounts constituting the "residual risk"). In light of
the residual risk of Brady Bonds and the history of defaults of countries
issuing Brady Bonds with respect to commercial bank loans by public and private
entities, investments in Brady Bonds may be viewed as speculative.

REPURCHASE AGREEMENTS: Each of the Series may enter into repurchase agreements
in order to earn additional income on available cash or as a temporary defensive
measure. Under a repurchase agreement, a Series acquires securities subject to
the seller's agreement to repurchase at a specified time and price. If the
seller becomes subject to a proceeding under the bankruptcy laws or its assets
are otherwise subject to a stay order, the Series' right to liquidate the
securities may be restricted (during which time the value of the securities
could decline). As discussed in the Statement of Additional Information, each
Series has adopted certain procedures intended to minimize any risk.

"WHEN-ISSUED" SECURITIES: The Total Return Series and the Utilities Series may
purchase securities on a "when-issued" or on a "forward delivery" basis, which
means that the securities will be delivered to the Series at a future date
usually beyond customary settlement time. The commitment to purchase a security
for which payment will be made on a future date may be deemed a separate
security. In general, the Series does not pay for such securities until
received, and does not start earning interest on the securities until the
contractual settlement date. While awaiting delivery of securities purchased on
such bases, a Series will normally invest in cash, cash equivalents and high
grade debt securities.

MORTGAGE "DOLLAR ROLL" TRANSACTIONS: Each of the Series may enter into mortgage
"dollar roll" transactions with selected banks and broker-dealers pursuant to
which a Series sells mortgage-backed securities for delivery in the future
(generally within 30 days) and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified
future date. A Series will only enter into covered rolls. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position which matures on or before the forward
settlement date of the dollar roll transaction. In the event that the party with
whom the Series contracts to replace substantially similar securities on a
future date fails to deliver such securities, the Series may not be able to
obtain such securities at the price specified in such contract and thus may not
benefit from the price differential between the current sales price and the
repurchase price.

CORPORATE ASSET-BACKED SECURITIES: The Total Return Series and the Utilities
Series may invest in corporate asset-backed securities. These securities, issued
by trusts and special purpose corporations, are backed by a pool of assets, such
as credit card and automobile loan receivables, representing the obligations of
a number of different parties.

Corporate asset-backed securities present certain risks. For instance, in the
case of credit card receivables, these securities may not have the benefit of
any security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related automobile
receivables. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of the automobile receivables may not have a proper security
interest in all of the obligations backing such receivables. Therefore, there is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on these securities. The underlying
assets (E.G., loans) are also subject to prepayments which shorten the
securities' weighted average life and may lower their return.

10
<PAGE>
fashion. Protection against losses resulting from ultimate default ensures
payment through insurance policies or letters of credit obtained by the issuer
or sponsor from third parties. A Series will not pay any additional or separate
fees for credit support. The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
anticipated or failure of the credit support could adversely affect the return
on an investment in such a security.

ZERO COUPON BONDS, DEFERRED INTEREST BONDS AND PIK BONDS: Each Series may invest
in zero coupon bonds. The Total Return Series may also invest in deferred
interest bonds and PIK bonds. Zero coupon and deferred interest bonds are debt
obligations which are issued or purchased at a significant discount from face
value. The discount approximates the total amount of interest the bonds will
accrue and compound over the period until maturity or the first interest payment
date at a rate of interest reflecting the market rate of the security at the
time of issuance. While zero coupon bonds do not require the periodic payment of
interest, deferred interest bonds provide for a period of delay before the
regular payment of interest begins. PIK bonds are debt obligations which provide
that the issuer thereof may, at its option, pay interest on such bonds in cash
or in the form of additional debt obligations. Such investments benefit the
issuer by mitigating its need for cash to meet debt service, but also require a
higher rate of return to attract investors who are willing to defer receipt of
such cash. Such investments may experience greater volatility in market value
due to changes in interest rates than debt obligations which make regular
payments of interest. Each Series will accrue income on such investments for tax
and accounting purposes, as required, which is distributable to shareholders and
which, because no cash is received at the time of accrual, may require the
liquidation of other portfolio securities to satisfy the Series' distribution
obligations.

COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES: Each
of the World Governments Series and the Utilities Series may invest a portion of
its assets in collateralized mortgage obligations or "CMOs," which are debt
obligations collateralized by mortgage loans or mortgage pass-through
securities. Typically, CMOs are collateralized by certificates issued by GNMA,
the Federal National Mortgage Association ("FNMA") or the Federal Home Loan
Mortgage Corporation ("FHLMC"), but also may be collateralized by whole loans or
private mortgage pass-through securities (such collateral collectively referred
to as "Mortgage Assets"). Each of these Series may also invest a portion of its
assets in multiclass pass-through securities which are interests in a trust
composed of Mortgage Assets. CMOs (which include multiclass pass-through
securities) may be issued by agencies, authorities or instrumentalities of the
U.S. Government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Payments of
principal of and interest on the Mortgage Assets, and any reinvestment income
thereon, provide the funds to pay debt service on the CMOs or make scheduled
distributions on the multiclass pass-through securities. In a CMO, a series of
bonds or certificates are usually issued in multiple classes with different
maturities. Each class of CMOs, often referred to as a "tranche", is issued at a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Principal prepayments on the Mortgage Assets may cause the
CMOs to be retired substantially earlier than their stated maturities or final
distribution dates, resulting in a loss of all or part of the premium if any has
been paid. Certain classes of CMOs have priority over others with respect to the
receipt of prepayments on the mortgages. Therefore, depending on the type of
CMOs in which a Series invests, the investment may be subject to a greater or
lesser risk of prepayments than other types of mortgage-related securities.

The World Governments Series and the Utilities Series may also invest in
parallel pay CMOs and Planned Amortization Class CMOs ("PAC Bonds"). Parallel
pay CMOs are structured to provide payments of principal on each payment date to
more than one class. PAC Bonds generally require payments of a specified amount
of principal on each payment date. PAC Bonds are always parallel pay CMOs with
the required principal payment on such securities having the highest priority
after interest has been paid to all classes. For a further description of CMOs,
parallel pay CMOs and PAC Bonds and the risks related to transactions therein,
see the Statement of Additional Information.

11
<PAGE>
STRIPPED MORTGAGE-BACKED SECURITIES: The World Governments Series may also
invest a portion of its assets in stripped mortgage-backed securities ("SMBS"),
which are derivative multiclass mortgage securities usually structured with two
classes that receive different proportions of interest and principal
distributions from an underlying pool of mortgage assets. For a further
description of SMBS and the risks related to transactions therein, see the
Statement of Additional Information.

LOAN PARTICIPATIONS AND OTHER DIRECT INDEBTEDNESS: The Total Return Series may
invest a portion of its assets in "loan participations" and other direct
indebtedness. By purchasing a loan participation, the Series acquires some or
all of the interest of a bank or other lending institution in a loan to a
corporate borrower. Many such loans are secured, and most impose restrictive
covenants which must be met by the borrower. These loans are made generally to
finance internal growth, mergers, acquisitions, stock repurchases, leveraged
buy-outs and other corporate activities. Such loans may be in default at the
time of purchase. The Series may also purchase other direct indebtedness such as
trade or other claims against companies, which generally represent money owed by
the company to a supplier of goods and services. These claims may also be
purchased at a time when the company is in default. Certain of the loan
participations and other direct indebtedness acquired by the Series may involve
revolving credit facilities or other standby financing commitments which
obligate the Series to pay additional cash on a certain date or on demand.

MORTGAGE PASS-THROUGH SECURITIES: The Total Return Series and the World
Governments Series may invest in mortgage pass-through securities. Mortgage
pass-through securities are securities representing interests in "pools" of
mortgage loans. The Utilities Series may invest in mortgage pass-through
securities that are securities issued or guaranteed as to principal and interest
by the U.S. Government, its agencies, authorities or instrumentalities. Monthly
payments of interest and principal by the individual borrowers on mortgages are
passed through to the holders of the securities (net of fees paid to the issuer
or guarantor of the securities) as the mortgages in the underlying mortgage
pools are paid off. Payment of principal and interest on some mortgage
pass-through securities (but not the market value of the securities themselves)
may be guaranteed by the full faith and credit of the U.S. Government (in the
case of securities guaranteed by GNMA); or guaranteed by U.S.
Government-sponsored corporations (such as FNMA or FHLMC, which are supported
only by the discretionary authority of the U.S. Government to purchase the
agency's obligations). Mortgage pass-through securities may also be issued by
non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers). See the Statement of Additional Information for a
further discussion of these securities.

INDEXED SECURITIES: Each Series may invest in indexed securities whose value is
linked to other securities, foreign currencies, interest rates, precious metals
or other commodities, indices or other financial indicators. Most indexed
securities are short to intermediate term fixed-income securities whose values
at maturity and/or interest rates rise or fall according to the change in one or
more specified underlying instruments. Indexed securities may be positively or
negatively indexed (I.E., their value may increase or decrease if the underlying
instrument appreciates), and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the
underlying instrument itself.

SWAPS AND RELATED TRANSACTIONS: As one way of managing its exposure to different
types of investments, the World Governments Series may enter into interest rate
swaps, currency swaps and other types of available swap agreements, such as
caps, collars and floors. Swaps involve the exchange by the Series with another
party of cash payments based upon different interest rate indexes, currencies,
and other prices or rates, such as the value of mortgage prepayment rates. For
example, in the typical interest rate swap, the Series might exchange a sequence
of cash payments based on a floating rate index for cash payments based on a
fixed rate. Payments made by both parties to a swap transaction are based on a
principal amount determined by the parties.

The World Governments Series may also purchase and sell caps, floors and
collars. In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee by
the counterparty. For example, the purchase of an interest rate cap entitles the
buyer, to the extent that a specified index exceeds a

12
<PAGE>
predetermined interest rate, to receive payments of interest on a
contractually-based principal amount from the counterparty selling such interest
rate cap. The sale of an interest rate floor obligates the seller to make
payments to the extent that a specified interest rate falls below an agreed-upon
level. A collar arrangement combines elements of buying a cap and selling a
floor.

Swap agreements will tend to shift the Series' investment exposure from one type
of investment to another. For example, if the Series agreed to exchange payments
in dollars for payments in foreign currency, in each case based on a fixed rate,
the swap agreement would tend to decrease the Series' exposure to U.S. interest
rates and increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on how
they are used, swap agreements may increase or decrease the overall volatility
of the Series' investments and its share price and yield.

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed. As a
result, swaps can be highly volatile and may have a considerable impact on the
Series' performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Series may also suffer losses
if it is unable to terminate outstanding swap agreements or reduce its exposure
through offsetting transactions.

Swaps, caps, floors and collars are highly specialized activities which involve
certain risks. See the Statement of Additional Information for further
information on, and the risks involved in, these activities.

OPTIONS ON SECURITIES: The Total Return Series and the World Governments Series
may write (sell) covered put and call options and purchase put and call options
on securities. Each of these Series will write options on securities for the
purpose of increasing its return and/or to protect the value of its portfolio.
In particular, where a Series writes an option that expires unexercised or is
closed out by the Series at a profit, it will retain the premium paid for the
option which will increase its gross income and will offset in part the reduced
value of the portfolio security underlying the option, or the increased cost of
portfolio securities to be acquired. In contrast, however, if the price of the
underlying security moves adversely to the Series' position, the option may be
exercised and the Series will be required to purchase or sell the underlying
security at a disadvantageous price, which may only be partially offset by the
amount of the premium. Each Series may also write combinations of put and call
options on the same security, known as "straddles." Such transactions can
generate additional premium income but also present increased risk.

By writing a call option on a security, a Series limits its opportunity to
profit from any increase in the market value of the underlying security, since
the holder will usually exercise the call option when the market value of the
underlying security exceeds the exercise price of the call. However, the Series
retains the risk of depreciation in value of securities on which it has written
call options.

Each of these Series may also purchase put or call options in anticipation of
market fluctuations which may adversely affect the value of its portfolio or the
prices of securities that the Series wants to purchase at a later date. In the
event that the expected market fluctuations occur, the Series may be able to
offset the resulting adverse effect on its portfolio, in whole or in part,
through the options purchased. The premium paid for a put or call option plus
any transaction costs will reduce the benefit, if any, realized by the Series
upon exercise or liquidation of the option, and, unless the price of the
underlying security changes sufficiently, the option may expire without value to
the Series.

OPTIONS ON STOCK INDICES: The Total Return Series and the Utilities Series may
write (sell) covered call and put options and purchase call and put options on
stock indices. Each of these Series may write options on stock indices for the
purpose of increasing its gross income and to protect its portfolio against
declines in the value of securities it owns or increases in the value of
securities to be acquired. When a Series writes an option on a stock index, and
the value of the index moves adversely to the holder's position, the option will
not be exercised, and the Series will either close out the option at a profit or
allow it to expire unexercised. Each of these Series will thereby retain the
amount of the premium, less related transaction costs, which will increase its
gross income and offset part of the reduced value of portfolio securities or the
increased cost of securities to be acquired. Such transactions, however, will
constitute only partial hedges against adverse price fluctuations,

13
<PAGE>
since any such fluctuations will be offset only to the extent of the premium
received by a Series for the writing of the option, less related transaction
costs. In addition, if the value of an underlying index moves adversely to a
Series' option position, the option may be exercised, and the Series will
experience a loss which may only be partially offset by the amount of the
premium received.

Each of these Series may also purchase put or call options on stock indices in
order, respectively, to hedge its investments against a decline in value or to
attempt to reduce the risk of missing a market or industry segment advance. A
Series' possible loss in either case will be limited to the premium paid for the
option, plus related transaction costs.

"YIELD CURVE" OPTIONS: The Total Return Series and the World Governments Series
may enter into options on the yield "spread," or yield differential, between two
securities, a transaction referred to as a "yield curve" option, for hedging and
non-hedging (an effort to increase current income) purposes. In contrast to
other types of options, a yield curve option is based on the difference between
the yields of designated securities rather than the actual prices of the
individual securities, and is settled through cash payments. Accordingly, a
yield curve option is profitable to the holder if this differential widens (in
the case of a call) or narrows (in the case of a put), regardless of whether the
yields of the underlying securities increase or decrease. Yield curve options
written by a Series will be covered as described in the Statement of Additional
Information. The trading of yield curve options is subject to all the risks
associated with trading other types of options, as discussed below under
"Additional Risk Factors" and in the Statement of Additional Information. In
addition, such options present risks of loss even if the yield on one of the
underlying securities remains constant, if the spread moves in a direction or to
an extent which was not anticipated.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS: Each of the Series may
purchase and sell Futures Contracts on foreign or domestic fixed income
securities or indices of such securities, including municipal bond indices and
any other indices of foreign or domestic fixed income securities that may become
available for trading. Each of these Series may also purchase and write options
on such Futures Contracts ("Options on Futures Contracts"). The Total Return
Series may purchase and sell Futures Contracts on stock indices. The Total
Return Series, the World Governments Series and the Utilities Series may
purchase and sell Futures Contracts on foreign currencies or indices of foreign
currencies. Each of these Series may also purchase and write Options on such
Futures Contracts.

Such transactions will be entered into for hedging purposes or for non-hedging
purposes to the extent permitted by applicable law. Each of these Series will
incur brokerage fees when it purchases and sells Futures Contracts, and will be
required to maintain margin deposits. In addition, Futures Contracts entail
risks. Although the Adviser believes that use of such contracts will benefit a
Series, if its investment judgment about the general direction of exchange rates
or the stock market is incorrect, the Series' overall performance may be poorer
than if it had not entered into any such contract and the Series may realize a
loss. A Series will not enter into any Futures Contract if immediately
thereafter the value of all open positions in Futures Contracts held by such
Series would exceed 50% of the value of its total assets.

Purchases of Options on Futures Contracts may present less risk in hedging a
Series' portfolio than the purchase or sale of the underlying Futures Contracts
since the potential loss is limited to the amount of the premium plus related
transaction costs, although it may be necessary to exercise the option to
realize any profit, which results in the establishment of a futures position.
The writing of Options on Futures Contracts, however, does not present less risk
than the trading of Futures Contracts and will constitute only a partial hedge,
up to the amount of the premium received. In addition, if an option is
exercised, a Series may suffer a loss on the transaction.

Futures Contracts and Options on Futures Contracts that are entered into by a
Series will be traded on U.S. and foreign exchanges.

FORWARD CONTRACTS: Each of the Series may enter into forward foreign currency
exchange contracts for the purchase or sale of a fixed quantity of a foreign
currency at a future date ("Forward Contracts"). Each of these Series may enter
into Forward Contracts for hedging purposes and for non-hedging purposes (I.E.,
speculative purposes). By entering into transactions in

14
<PAGE>
Forward Contracts for hedging purposes, each of these Series may be required to
forego the benefits of advantageous changes in exchange rates and, in the case
of Forward Contracts entered into for non-hedging purposes, each of these Series
may sustain losses which will reduce its gross income. Such transactions,
therefore, could be considered speculative. Forward Contracts are traded
over-the-counter and not on organized commodities or securities exchanges. As a
result, Forward Contracts operate in a manner distinct from exchange-traded
instruments, and their use involves certain risks beyond those associated with
transactions in Futures Contracts or options traded on exchanges. Each of these
Series may choose to, or be required to, receive delivery of the foreign
currencies underlying Forward Contracts it has entered into. Under certain
circumstances, such as where the Adviser believes that the applicable exchange
rate is unfavorable at the time the currencies are received or the Adviser
anticipates, for any other reason, that the exchange rate will improve, the Fund
may hold such currencies for an indefinite period of time. Each of these Series
may also enter into a Forward Contract on one currency to hedge against risk of
loss arising from fluctuations in the value of a second currency (referred to as
a "cross hedge") if, in the judgment of the Adviser, a reasonable degree of
correlation can be expected between movements in the values of the two
currencies. Each of these Series has established procedures consistent with
statements of the Securities and Exchange Commission (the "SEC") and its staff
regarding the use of Forward Contracts by registered investment companies, which
requires use of segregated assets or "cover" in connection with the purchase and
sale of such contracts.

OPTIONS ON FOREIGN CURRENCIES: Each of the Series may also purchase and write
options on foreign currencies ("Options on Foreign Currencies") for the purpose
of protecting against declines in the dollar value of portfolio securities and
against increases in the dollar cost of securities to be acquired. As in the
case of other types of options, however, the writing of an Option on Foreign
Currency will constitute only a partial hedge, up to the amount of the premium
received, and a Series may be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
Option on Foreign Currency may constitute an effective hedge against
fluctuations in exchange rates although, in the event of rate movements adverse
to a Series' position, it may forfeit the entire amount of the premium paid for
the option plus related transaction costs. A Series may also choose to, or be
required to, receive delivery of the foreign currencies underlying Options on
Foreign Currencies it has entered into. Under certain circumstances, such as
where the Adviser believes that the applicable exchange rate is unfavorable at
the time the currencies are received or the Adviser anticipates, for any other
reason, that the exchange rate will improve, a Series may hold such currencies
for an indefinite period of time.

6. ADDITIONAL RISK FACTORS

OPTIONS, FUTURES CONTRACTS AND FORWARD CONTRACTS: Although each Series will
enter into certain transactions in options, Futures Contracts, Options on
Futures Contracts, Forward Contracts and Options on Foreign Currencies for
hedging purposes, such transactions nevertheless involve certain risks. For
example, a lack of correlation between the instrument underlying an option or
Futures Contract and the assets being hedged, or unexpected adverse price
movements, could render each of these Series' hedging strategy unsuccessful and
could result in losses. The Series also may enter into transactions in options,
Futures Contracts, Options on Futures Contracts and Forward Contracts for other
than hedging purposes, which involves greater risk. In particular, such
transactions may result in losses for each of these Series which are not offset
by gains on other portfolio positions, thereby reducing gross income. In
addition, foreign currency markets may be extremely volatile from time to time.
There also can be no assurance that a liquid secondary market will exist for any
contract purchased or sold, and each of these Series may be required to maintain
a position until exercise or expiration, which could result in losses. The
Statement of Additional Information contains a description of the nature and
trading mechanics of options, Futures Contracts, Options on Futures Contracts,
Forward Contracts and Options on Foreign Currencies, and includes a discussion
of the risks related to transactions therein.

Transactions in Forward Contracts may be entered into only in the
over-the-counter market. Futures Contracts and Options on Futures Contracts may
be entered into on U.S. exchanges regulated by the Commodity Futures Trading
Commission and on foreign exchanges. In addition, the securities and indexes
underlying options, Futures Contracts and Options on Futures Contracts traded by
the Series will include both domestic and foreign securities.

15
<PAGE>
LOWER RATED BONDS: The Total Return Series and the Utilities Series may invest
in fixed income securities rated Baa by Moody's or BBB by S&P or Fitch and
comparable unrated securities. These securities, while normally exhibiting
adequate protection parameters, have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than in the case of higher
grade securities.

Each of these Series may also invest in securities rated Ba or lower by Moody's
or BB or lower by S&P or Fitch and comparable unrated securities (commonly known
as "junk bonds") to the extent described above. These securities are considered
speculative and, while generally providing greater income than investments in
higher rated securities, will involve greater risk of principal and income
(including the possibility of default or bankruptcy of the issuers of such
securities) and may involve greater volatility of price (especially during
periods of economic uncertainty or change) than securities in the higher rating
categories. However, since yields vary over time, no specific level of income
can ever be assured. These lower rated high yielding fixed income securities
generally tend to reflect economic changes and short-term corporate and industry
developments to a greater extent than higher rated securities which react
primarily to fluctuations in the general level of interest rates (although these
lower rated fixed income securities are also affected by changes in interest
rates, the market's perception of their credit quality, and the outlook for
economic growth). In the past, economic downturns or an increase in interest
rates have, under certain circumstances, caused a higher incidence of default by
the issuers of these securities and may do so in the future, especially in the
case of highly leveraged issuers. During certain periods, the higher yields on a
Series' lower rated high yielding fixed income securities are paid primarily
because of the increased risk of loss of principal and income, arising from such
factors as the heightened possibility of default or bankruptcy of the issuers of
such securities. Due to the fixed income payments of these securities, a Series
may continue to earn the same level of interest income while its net asset value
declines due to portfolio losses, which could result in an increase in the
Series' yield despite the actual loss of principal. The market for these lower
rated fixed income securities may be less liquid than the market for investment
grade fixed income securities, and judgment may at times play a greater role in
valuing these securities than in the case of investment grade fixed income
securities. Changes in the value of securities subsequent to their acquisition
will not affect cash income or yield to maturity to a Series but will be
reflected in the net asset value of shares of the Series. See the Statement of
Additional Information for more information on lower rated securities.

FOREIGN SECURITIES: Each of the Series may invest in dollar-denominated and
non-dollar/denominated foreign securities. Investing in securities of foreign
issuers generally involves risks not ordinarily associated with investing in
securities of domestic issuers. These include changes in currency rates,
exchange control regulations, governmental administration or economic or
monetary policy (in the United States or abroad) or circumstances in dealings
between nations. Costs may be incurred in connection with conversions between
various currencies. Special considerations may also include more limited
information about foreign issuers, higher brokerage costs, different accounting
standards and thinner trading markets. Foreign securities markets may also be
less liquid, more volatile and less subject to government supervision than in
the United States. Investments in foreign countries could be affected by other
factors including expropriation, confiscatory taxation and potential
difficulties in enforcing contractual obligations and could be subject to
extended settlement periods. Each of these Series may hold foreign currency
received in connection with investments in foreign securities when, in the
judgment of the Adviser, it would be beneficial to convert such currency into
U.S. dollars at a later date, based on anticipated changes in the relevant
exchange rate. Each of these Series may also hold foreign currency in
anticipation of purchasing foreign securities. See the Statement of Additional
Information for further discussion of foreign securities and the holding of
foreign currency, as well as the associated risks.

AMERICAN DEPOSITARY RECEIPTS: Each Series may invest in ADRs, which are
certificates issued by a U.S. depository (usually a bank) and represent a
specified quantity of shares of an underlying non-U.S. stock on deposit with a
custodian bank as collateral. Because ADRs trade on United States securities
exchanges, the Adviser does not treat them as foreign securities. However, they
are subject to many of the risks of foreign securities such as changes in
exchange rates and more limited information about foreign issuers.

16
<PAGE>
EMERGING MARKETS SECURITIES: Each of the Series may invest in emerging markets.
In addition to the general risks of investing in foreign securities, investments
in emerging markets involve special risks. Securities of many issuers in
emerging markets may be less liquid and more volatile than securities of
comparable domestic issuers. These securities may be considered speculative and,
while generally offering higher income and the potential for capital
appreciation, may present significantly greater risk. Emerging markets may have
different clearance and settlement procedures, and in certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when a portion of the
assets of the Series is uninvested and no return is earned thereon. The
inability of the Series to make intended security purchases due to settlement
problems could cause the Series to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to settlement problems could
result either in losses to the Series due to subsequent declines in value of the
portfolio securities or, if the Series has entered into a contract to sell the
security, possible liability to the purchaser. Certain markets may require
payment for securities before delivery. Securities prices in emerging markets
can be significantly more volatile than in the more developed nations of the
world, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets may have
relatively unstable governments, present the risk of nationalization of
businesses, restrictions on foreign ownership, or prohibitions of repatriation
of assets, and may have less protection of property rights than more developed
countries. The economies of countries with emerging markets may be predominantly
based on only a few industries, may be highly vulnerable to changes in local or
global trade conditions, and may suffer from extreme and volatile debt burdens
or inflation rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of substantial holdings difficult
or impossible at times. Securities of issuers located in countries with emerging
markets may have limited marketability and may be subject to more abrupt or
erratic movements.

Certain emerging markets may require governmental approval for the repatriation
of investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in an emerging market's
balance of payments or for other reasons, a country could impose temporary
restrictions on foreign capital remittances. The Series could be adversely
affected by delays in, or a refusal to grant, any required governmental approval
for repatriation of capital, as well as by the application to the Series of any
restrictions on investments.

Investment in certain foreign emerging market debt obligations may be restricted
or controlled to varying degrees. These restrictions or controls may at times
preclude investment in certain foreign emerging market debt obligations and
increase the expenses of the Series.

RESTRICTED SECURITIES: Each Series may purchase securities that are not
registered under the 1933 Act ("restricted securities"), including those that
can be offered and sold to "qualified institutional buyers" under Rule 144A
under the 1933 Act ("Rule 144A securities"). The Trust's Board of Trustees
determines, based upon a continuing review of the trading markets for a specific
Rule 144A security, whether such security is illiquid and thus subject to the
Series' limitation on investing not more than 15% of its net assets in illiquid
investments, or liquid and thus not subject to such limitation. The Board of
Trustees has adopted guidelines and delegated to MFS the daily function of
determining and monitoring the liquidity of Rule 144A securities. The Board,
however, will retain sufficient oversight and be ultimately responsible for the
determinations. The Board will carefully monitor each Series' investments in
Rule 144A securities, focusing on such important factors, among others, as
valuation, liquidity and availability of information. This investment practice
could have the effect of increasing the level of illiquidity in a Series to the
extent that qualified institutional buyers become for a time uninterested in
purchasing Rule 144A securities held in a Series' portfolio.

NON-DIVERSIFICATION: Each of the World Governments Series and the Utilities
Series is "non-diversified," as that term is defined in the Investment Company
Act of 1940 (the "1940 Act"), but intends to qualify as a "regulated investment
company" for federal income tax purposes. This means, in general, that although
more than 5% of each of these Series' total assets may be invested in the
securities of one issuer (including a foreign government), at the close of each
quarter of its

17
<PAGE>
taxable year the aggregate amount of such holdings may not exceed 50% of the
value of its total assets, and no more than 25% of the value of its total assets
may be invested in the securities of a single issuer. To the extent that a
non-diversified Series at times may hold the securities of a smaller number of
issuers than if it were "diversified" (as defined in the 1940 Act), that Series
will at such times be subject to greater risk with respect to its portfolio
securities than a fund that invests in a broader range of securities, because
changes in the financial condition or market assessment of a single issuer may
cause greater fluctuations in the Series' total return and the net asset value
of its shares.
-------------------

SHORT-TERM INVESTMENTS FOR DEFENSIVE PURPOSES -- During periods of unusual
market conditions when the Adviser believes that investing for defensive
purposes is appropriate, or in order to meet anticipated redemption requests, a
large portion or all of the assets of each Series may be invested in cash
(including foreign currency) or cash equivalents including, but not limited to,
obligations of banks (including certificates of deposit, bankers' acceptances,
time deposits and repurchase agreements), commercial paper, short-term notes,
U.S. Government Securities and related repurchase agreements. See Appendix B to
this Prospectus for a description of U.S. Government obligations and certain
short-term investments.

PORTFOLIO TRADING

Each Series intends to manage its portfolio by buying and selling securities, as
well as holding securities to maturity, to help attain its investment objectives
and policies.

Each Series will engage in portfolio trading if it believes a transaction, net
of costs (including custodian charges), will help in attaining its investment
objectives. In trading portfolio securities, each Series seeks to take advantage
of market developments, yield disparities and variations in the creditworthiness
of issuers. For a description of the strategies which may be used by these
Series in trading portfolio securities, see "Portfolio Transactions and
Brokerage Commissions" in the Statement of Additional Information. Because each
Series is expected to have a portfolio turnover rate of at least 100% or more,
transaction costs incurred by each such Series and the realized capital gains
and losses of each such Series may be greater than that of a fund with a lesser
portfolio turnover rate.

The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain, and maintain the availability of,
execution at the most favorable prices and in the most effective manner
possible. Consistent with the foregoing primary consideration, the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD")
and such other policies as the Board of Trustees of the Trust may determine, the
Adviser may consider sales of Contracts for which the Trust is an investment
option, together with sales of shares of other investment company clients of MFS
Fund Distributors, Inc., the distributor of shares of the Trust and of the MFS
Family of Funds, as a factor in the selection of broker-dealers to execute each
Series' portfolio transactions. From time to time the Adviser may direct certain
portfolio transactions to broker-dealer firms which, in turn, have agreed to pay
a portion of the Series' operating expenses (e.g. fees charged by the custodian
of the Series' assets). For a further discussion of portfolio trading, see the
Statement of Additional Information.
-------------------

The Statement of Additional Information includes a discussion of other
investment policies and listing of specific investment restrictions which govern
the investment policies of each Series. The specific investment restrictions
listed in the Statement of Additional Information may be changed without
shareholder approval unless indicated otherwise (see the Statement of Additional
Information). The Series' investment limitations, policies and rating standards
are adhered to at the time of purchase or utilization of assets; a subsequent
change in circumstances will not be considered to result in a violation of
policy.

18
<PAGE>
7. MANAGEMENT OF THE SERIES

The Trust's Board of Trustees, as part of its overall management responsibility,
oversees various organizations responsible for each Series' day-to-day
management.

INVESTMENT ADVISER -- MFS manages each Series pursuant to an Investment Advisory
Agreement with the Trust on behalf of each Series dated April 14, 1994 (the
"Advisory Agreement"). MFS provides the Series with overall investment advisory
and administrative services, as well as general office facilities. Subject to
such policies as the Trustees may determine, MFS makes investment decisions for
each Series. For its services and facilities, MFS receives a management fee,
computed and paid monthly, in an amount equal to the following annual rates of
the average daily net assets of each Series:

<TABLE>
<CAPTION>
PERCENTAGE OF THE
AVERAGE DAILY NET
ASSETS
SERIES OF EACH SERIES
- ------------------------------------------------------------ -----------------
<S> <C>
Total Return Series......................................... 0.75%
Utilities Series............................................ 0.75%
World Governments Series.................................... 0.75%
</TABLE>

MFS or its affiliates will pay a fee to Connecticut General Life Insurance
Company ("CIGNA") equal, on an annualized basis, to 0.10% of the aggregate net
assets of the Series up to $100 million and 0.20% of the aggregate net assets of
the Series over $100 million attributable to Contracts offered by separate
accounts of CIGNA or its affiliates. Such fee will not be paid by the Series,
their shareholders or by Contract holders.

For the World Governments Series' fiscal year ended December 31, 1994, MFS
received management fees under the Series' Advisory Agreement of $7,604 and
assumed $36,473 of the Series' expenses. See "Expenses" below.

The identity and background of the portfolio manager for each Series is set
forth below. Each portfolio manager has acted in that capacity since the
commencement of investment operations of each Series.

1. Richard E. Dahlberg, a Senior Vice President of the Adviser, is the Total
Return Series' portfolio manager. Mr. Dahlberg has been employed by the
Adviser since 1968.

2. Maura A. Shaughnessy, a Vice President of the Adviser, is the Utilities
Series' portfolio manager. Ms. Shaughnessy has been employed by the Adviser
since 1991. Prior to 1991, Ms. Shaughnessy served as Equity Analyst at
Harvard Management Company.

3. Stephen C. Bryant, a Senior Vice President of the Adviser, is the World
Governments Series' portfolio manager. Mr. Bryant has been employed by the
Adviser since 1987.

MFS also serves as investment adviser to each of the other funds in the MFS
Family of Funds (the "MFS Funds") and to MFS-Registered Trademark- Municipal
Income Trust, MFS Multimarket Income Trust, MFS Government Markets Income Trust,
MFS Intermediate Income Trust, MFS Charter Income Trust, MFS Special Value
Trust, MFS Institutional Trust, MFS Union Standard Trust, MFS/Sun Life Series
Trust, Sun Growth Variable Annuity Fund, Inc. and seven variable accounts, each
of which is a registered investment company established by Sun Life Assurance
Company of Canada (U.S.) ("Sun Life of Canada (U.S.)") in connection with the
sale of Compass-2 and Compass-3 combination fixed/variable annuity contracts.
MFS and its wholly owned subsidiary, MFS Asset Management, Inc., provide
investment advice to substantial private clients.

MFS is America's oldest mutual fund organization. MFS and its predecessor
organizations have a history of money management dating from 1924 and the
founding of the first mutual fund in the United States, Massachusetts Investors
Trust. Net assets under the management of the MFS organization were
approximately $35 billion on behalf of approximately 1.6 million investor
accounts as of March 31, 1995. As of such date, the MFS organization managed
approximately $12 billion of assets invested in equity securities and
approximately $19.2 billion of assets invested in fixed income securities.
Approximately $2.9 billion of the assets managed by MFS are invested in
securities of foreign issuers and non-U.S. dollar-denominated securities of U.S.
issuers. MFS is a subsidiary of Sun Life of Canada (U.S.), which in turn is a

19
<PAGE>
subsidiary of Sun Life Assurance Company of Canada ("Sun Life"). The Directors
of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold D. Scott, John D. McNeil
and John R. Gardner. Mr. Brodkin is the Chairman, Mr. Shames is the President
and Mr. Scott is the Secretary and a Senior Executive Vice President of MFS.
Messrs. McNeil and Gardner are the Chairman and President, respectively, of Sun
Life. Sun Life, a mutual life insurance company, is one of the largest
international life insurance companies and has been operating in the United
States since 1895, establishing a headquarters office here in 1973. The
executive officers of MFS report to the Chairman of Sun Life.

A. Keith Brodkin, the Chairman and a Director of MFS, is the Chairman and
President and a Trustee of the Trust. W. Thomas London, Stephen E. Cavan, James
R. Bordewick, Jr., and James O. Yost, all of whom are officers of MFS, are
officers of the Trust.

From time to time, the Adviser may purchase, redeem and exchange shares of any
Series. The purchase by the Adviser of shares of a Series may have the effect of
lowering that Series' expense ratio, while the redemption by the Adviser of
shares of a Series may have the effect of increasing that Series' expense ratio.

DISTRIBUTOR -- MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, is the distributor of shares of each Series and also serves as distributor
for certain of the other mutual funds managed by MFS.

SHAREHOLDER SERVICING AGENT -- MFS Service Center, Inc. (the "Shareholder
Servicing Agent"), a wholly owned subsidiary of MFS, performs transfer agency,
certain dividend disbursing agency and other services for each Series.

8. INFORMATION CONCERNING SHARES OF EACH SERIES

PURCHASES AND REDEMPTIONS

The separate accounts of the Participating Insurance Companies place orders to
purchase and redeem shares of each Series based on, among other things, the
amount of premium payments to be invested and surrender and transfer requests to
be effected on that day pursuant to Contracts. Orders received by the Trust are
effected on days on which the Exchange is open for trading. For orders received
by the Trust before the close of regular trading on the Exchange (normally 4
p.m. eastern standard time), such purchases and redemptions of the shares of
each Series are effected at the respective net asset values per share determined
as of the close of regular trading on the Exchange on that same day.
Participating Insurance Companies shall be the designee of the Trust for receipt
of purchase and redemption orders from Contract holders and receipt by such
designee shall constitute receipt by the Trust; provided that the Trust receives
notice of such order by 9:30 a.m. eastern standard time on the next following
day on which the Exchange is open for trading. Payment for shares shall be by
federal funds transmitted by wire and must be received by 2:00 p.m. eastern
standard time on the next following day on which the Exchange is open for
trading after the purchase order is received. Redemption proceeds shall be by
federal funds transmitted by wire and shall be sent by 2:00 p.m. eastern
standard time on the next following day on which the Exchange is open for
trading after the redemption order is received. No fee is charged the
shareholders when they redeem Series shares.

The offering of shares of any Series may be suspended for a period of time and
each Series reserves the right to refuse any specific purchase order. Purchase
orders may be refused if, in the Adviser's opinion, they are of a size that
would disrupt the management of a Series. The Trust may suspend the right of
redemption of shares of any Series and may postpone payment for any period: (i)
during which the Exchange is closed other than customary weekend and holiday
closings or during which trading on the Exchange is restricted; (ii) when the
SEC determines that a state of emergency exists which may make payment or
transfer not reasonably practicable; (iii) as the SEC may by order permit for
the protection of the security holders of the Trust; or (iv) at any time when
the Trust may, under applicable laws, rules and regulations, suspend payment on
the redemption of its shares.

Should any conflict between Contract holders arise which would require that a
substantial amount of net assets be withdrawn from any Series, orderly portfolio
management could be disrupted to the potential detriment of such Contract.

20
<PAGE>
NET ASSET VALUE

The net asset value per share of each Series is determined each day during which
the Exchange is open for trading. This determination is made once during each
such day as of the close of regular trading on the Exchange by deducting the
amount of the Series' liabilities from the value of the Series' assets and
dividing the difference by the number of shares of the Series outstanding.
Values of assets in a Series' portfolio are determined on the basis of their
market or other fair value as described in the Statement of Additional
Information. All investments, assets and liabilities are expressed in U.S.
dollars based upon current currency exchange rates.

DISTRIBUTIONS

Substantially all of each Series' net investment income for any calendar year is
declared as dividends and paid to its shareholders as dividends on an annual
basis. In addition, each Series may make one or more distributions during the
calendar year to its shareholders from any long-term capital gains, and may also
make one or more distributions to its shareholders from short-term capital
gains. In determining the net investment income available for distribution, each
of these Series may rely on projections of its anticipated net investment income
(which may include short-term capital gains from the sales of securities or
other assets, and, if allowed by each of these Series' investment restrictions,
premiums from options written), over a longer term, rather than its actual net
investment income for the period.

Shareholders of these Series may elect to receive dividends and capital gain
distributions in either cash or additional shares.

TAX STATUS

Each Series of the Trust is treated as a separate entity for federal income tax
purposes. In order to minimize the taxes each Series would otherwise be required
to pay, each Series intends to qualify each year as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
("the Code"), and to make distributions to its shareholders in accordance with
the timing requirements imposed by the Code. It is not expected that any Series
will be required to pay entity level federal income or excise taxes.

Shares of the Series are offered only to the Participating Insurance Companies'
separate accounts that fund Contracts. See the applicable Contract prospectus
for a discussion of the federal income tax treatment of (1) the separate
accounts that purchase and hold Series shares and (2) the holders of the
Contracts that are funded through those accounts. In addition to the
diversification requirements of Subchapter M of the Code, each Series also
intends to diversify its assets as required by Code Section 817(h)(1), and the
regulations thereunder. See also "Tax Status" in the Statement of Additional
Information.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

Each of the twelve Series of the Trust currently has one class of shares,
entitled Shares of Beneficial Interest (without par value). The Trust has
reserved the right to create and issue additional classes and series of shares,
in which case each class of shares of a series would participate equally in the
earnings, dividends and assets attributable to that class of that particular
series. Shareholders are entitled to one vote for each share held, and shares of
each Series are entitled to vote separately to approve investment advisory
agreements or changes in investment restrictions with respect to that Series,
but shares of all Series vote together in the election of Trustees and selection
of accountants. Additionally, each Series will vote separately on any other
matter that affects solely that Series, but will otherwise vote together with
all other Series on all other matters. The Trust does not intend to hold annual
shareholder meetings. The Declaration of Trust provides that a Trustee may be
removed from office in certain instances. See "Description of Shares, Voting
Rights and Liabilities" in the Statement of Additional Information.

Each share of a Series represents an equal proportionate interest in the Series
with each other share, subject to the liabilities of the particular Series.
Shares have no pre-emptive or conversion rights. Shares are fully paid and
non-assessable. Should a Series be liquidated, shareholders are entitled to
share PRO RATA in the net assets available for distribution to shareholders.
Shares will remain on deposit with the Shareholder Servicing Agent and
certificates will not be issued.

21
<PAGE>
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for its obligations.
However, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which both inadequate
insurance existed (E.G., fidelity bonding and omission insurance) and the Trust
itself was unable to meet its obligations.

As of December 31, 1994, Century Life of America, on behalf of its Century
Variable Annuity Account, 2000 Heritage Way, Waverly, Iowa 50677-9208 was the
owner of approximately 69% of the outstanding shares of the World Governments
Series. As of December 31, 1994, Massachusetts Financial Service Company Inc.,
500 Boylston Street, Boston, Massachusetts 02116-3740, was the owner of
approximately 30% of the outstanding shares of the World Governments Series.

PERFORMANCE INFORMATION

Each Series' performance may be quoted in advertising in terms of yield and
total return. Performance is based on historical results and is not intended to
indicate future performance. Performance quoted for a Series includes the effect
of deducting that Series' expenses, but may not include charges and expenses
attributable to any particular insurance product. Excluding these charges from
quotations of a Series' performance has the effect of increasing the performance
quoted. Performance for a Series will vary based on, among other things, changes
in market conditions, the level of interest rates and the level of the Series'
expenses. For further information about the World Governments Series'
performance for the fiscal year ended December 31, 1994, please see the Series'
annual report. A copy of this annual report may be obtained without charge by
contacting the Shareholder Servicing Agent (see back cover for address and phone
number.)

From time to time, quotations of a Series' total return and yield may be
included in advertisements, sales literature or reports to shareholders or
prospective investors. The total return of a Series refers to return assuming an
investment has been held in the Series for one year and for the life of the
Series (the ending date of which will be stated). The total return quotations
may be expressed in terms of average annual or cumulative rates of return for
all periods quoted. Average annual total return refers to the average annual
compound rate of return of an investment in a Series. Cumulative total return
represents the cumulative change in value of an investment in a Series. Both
will assume that all dividends and capital gains distributions were reinvested.
The yield of a Series refers to net investment income generated by a Series over
a specified 30-day (or one month) period. This income is then "annualized." That
is, the amount of income generated by the Series during that 30-day (or one
month) period is assumed to be generated over a 12-month period and is shown as
a percentage of net asset value.

EXPENSES

The Trust pays the compensation of the Trustees who are not officers of MFS and
all expenses of each Series (other than those assumed by MFS) including but not
limited to: governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to each Series; fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of each Series; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing prospectuses, periodic reports, notices and proxy statements to
shareholders and to governmental officers and commissions; brokerage and other
expenses connected with the execution, recording and settlement of portfolio
security transactions; insurance premiums; fees and expenses of Investors Bank &
Trust Company, the Trust's Custodian, for all services to each Series, including
safekeeping of funds and securities and maintaining required books and accounts;
expenses of calculating the net asset value of shares of each Series; and
expenses of shareholder meetings. Expenses relating to the issuance,
registration and qualification of shares of each Series and the preparation,
printing and mailing of prospectuses are borne by each Series except that the
Distribution Agreement with MFD requires MFD to pay for printing prospectuses
that are to be used for sales purposes. Expenses of the Trust which are not
attributable to a specific Series are allocated between the Series in a manner
believed by management of the Trust to be fair and equitable.

22
<PAGE>
MFS has agreed to pay until December 31, 2004 the expenses of the World
Governments Series such that the Series' aggregate operating expenses do not
exceed, on an annualized basis, 1.00% of its average daily net assets; provided,
however, that this obligation may be terminated or revised at any time by MFS
without the consent of the Trust or the Series by notice in writing from MFS to
the Trust on behalf of the Series. Such payments by MFS are subject to
reimbursement by the World Governments Series which will be accomplished by the
payment by the Series of an expense reimbursement fee to MFS computed and paid
monthly at a percentage of its average daily net assets for its then current
fiscal year, with a limitation that immediately after such payment the aggregate
operating expenses of the Series would not exceed, on an annualized basis, 1.00%
of its average daily net assets. The expense reimbursement agreement terminates
for the World Governments Series on the earlier of the date on which payments
made thereunder by the Series equal the prior payment of such reimbursable
expenses by MFS or December 31, 2004.

MFS has agreed to pay expenses of each of the Total Return Series and the
Utilities Series such that the respective Series' aggregate operating expenses
shall not exceed, on an annualized basis, 1.00% of the average daily net assets
of the respective Series from November 2, 1994 through December 31, 1996, 1.25%
of the average daily net assets of the respective Series from January 1, 1997
through December 31, 1998, and 1.50% of the average daily net assets of the
respective Series from January 1, 1999 through December 31, 2004; provided,
however, that this obligation may be terminated or revised at any time by MFS
without the consent of the Trust or the Series by notice in writing from MFS to
the Trust on behalf of the Series. Such payments by MFS are subject to
reimbursement by each Series which will be accomplished by the payment by the
Series of an expense reimbursement fee to MFS computed and paid monthly at a
percentage of the respective Series' average daily net assets for its then
current fiscal year, with a limitation that immediately after such payment the
aggregate operating expenses of the respective Series would not exceed, on an
annualized basis, 1.00% of the average daily net assets of the respective Series
from November 2, 1994 through December 31, 1996, 1.25% of the average daily net
assets of the respective Series from January 1, 1997 through December 31, 1998,
and 1.50% of the average daily net assets of the respective Series from January
1, 1999 through December 31, 2004. This expense reimbursement agreement
terminates for each such Series on the earlier of the date on which payments
made thereunder by the respective Series equal the prior payment of such
reimbursable expenses by MFS or December 31, 2004.

SHAREHOLDER COMMUNICATIONS

Owners of Contracts issued by Participating Insurance Companies for which shares
of one or more Series are the investment vehicle will receive from the
Participating Insurance Companies semi-annual financial statements and audited
year-end financial statements certified by the Trust's independent certified
public accountants. Each report will show the investments owned by the Trust and
the valuations thereof as determined by the Trustees and will provide other
information about the Trust and its operations.

Participating Insurance Companies with inquiries regarding the Trust may call
the Trust's Shareholder Servicing Agent. (See back cover for address and phone
number.)
-------------------

The Statement of Additional Information for the Trust, dated May 1, 1995,
contains more detailed information about each of the Series, including
information related to: (i) the investment policies and restrictions of each
Series; (ii) the Trustees, officers and investment adviser of the Trust; (iii)
portfolio transactions; (iv) the shares of each Series, including rights and
liabilities of shareholders; (v) the method used to calculate yield and total
rate of return quotations of each Series; (vi) the determination of net asset
value of shares of each Series; and (vii) certain voting rights of shareholders
of each Series.

23
<PAGE>
INVESTMENT ADVISER
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116
(800)-637-8730

DISTRIBUTOR
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116
CUSTODIAN
Investors Bank & Trust Company
89 South Street, Boston, MA 02111

DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc.
500 Boylston Street, Boston, MA 02116
Toll free: (800) 637-8730
MAILING ADDRESS:
P.O. Box 1400, Boston, MA 02104-9985
INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

------------------------------------

MFS-REGISTERED TRADEMARK-
TOTAL RETURN
SERIES-SM-
MFS-REGISTERED TRADEMARK- UTILITIES SERIES-SM-
MFS-REGISTERED TRADEMARK- WORLD
GOVERNMENTS SERIES-SM-

PROSPECTUS

MAY 1, 1995

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES-SM-
MFS-REGISTERED TRADEMARK- UTILITIES SERIES-SM-
MFS-REGISTERED TRADEMARK- WORLD GOVERNMENTS SERIES-SM-

500 Boylston Street, Boston, MA 02116

------------------------
<PAGE>
APPENDIX A

DESCRIPTION OF BOND RATINGS

The ratings of Moody's, S&P, and Fitch represent their opinions as to the
quality of various debt instruments. It should be emphasized, however, that
ratings are not absolute standards of quality. Consequently, debt instruments
with the same maturity, coupon and rating may have different yields while debt
instruments of the same maturity and coupon with different ratings may have the
same yield.

MOODY'S INVESTORS SERVICE, INC.

AAA: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA: Bonds which are rated Baa are considered as medium grade obligations, I.E.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

ABSENCE OF RATING: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. an application for rating was not received or accepted;

2. the issue or issuer belongs to a group of securities or companies that
are not rated as a matter of policy;

A-1
<PAGE>
3. there is a lack of essential data pertaining to the issue or issuer; and

4. the issue was privately placed, in which case the rating is not
published in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

STANDARD & POOR'S RATINGS GROUP

AAA: Debt rated AAA has the highest rating assigned by S&P's. Capacity to pay
interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB: Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC: The rating CC is typically applied to debt subordinated to senior debt that
is assigned an actual or implied CCC rating.

C: The rating C is typically applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

C1: The rating C1 is reserved for income bonds on which no interest is being
paid.

D: Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR: Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

A-2
<PAGE>
A-1 AND P-1 COMMERCIAL PAPER RATINGS

Description of S&P, Moody's, and Fitch highest commercial paper ratings:

The rating "A" is the highest commercial paper rating assigned by S&P and Fitch,
and issues so rated are regarded as having the greatest capacity for timely
payment. Issues in the "A" category are delineated with the numbers 1, 2 and 3
to indicate the relative degree of safety. The A-1 designation indicates that
the degree of safety regarding timely payment is either overwhelming or very
strong. Those A-1 issues determined to possess overwhelming safety
characteristics will be denoted with a plus (+) sign designation.

The rating P-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated P-1 have a superior ability for repayment. P-1 repayment capacity
will normally be evidenced by the following characteristics: (1) leading market
positions in well established industries; (2) high rates of return on funds
employed; (3) conservative capitalization structure with moderate reliance on
debt and ample asset protection; (4) broad margins in earnings coverage of fixed
financial charges and high internal cash generation; and (5) well established
access to a range of financial markets and assured sources of alternate
liquidity.

FITCH INVESTORS SERVICE, INC.

AAA: Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated 'AAA'. Because bonds rated in the 'AAA' and
'AA' categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated 'F-1+'.

A: Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB: Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

PLUS(+) MINUS(-): Plus and minus signs are used with a rating symbol to indicate
the relative position of a credit within the rated category. Plus and minus
signs, however, are not used in the 'AAA' category.

NR indicates that Fitch does not rate the specific issue.

A-3
<PAGE>
CONDITIONAL A conditional rating is premised on the successful completion of a
project or the occurrence of a specific event.

SUSPENDED A rating is suspended when Fitch deems the amount of information
available from the issuer to be inadequate for rating purposes.

WITHDRAWN A rating will be withdrawn when an issue matures or is called or
refinanced, and, at Fitch's discretion, when an issuer fails to furnish proper
and timely information.

FITCHALERT Ratings are placed on FitchAlert to notify investors of an occurrence
that is likely to result in a rating change and the likely direction of such
change. These are designated a "Positive", indicating a potential upgrade,
"Negative", for potential downgrade, or "Evolving", where ratings may be
lowered. FitchAlert is relatively short-term, and should be resolved within 12
months.

A-4
<PAGE>
APPENDIX B

DESCRIPTION OF OBLIGATIONS ISSUED OR GUARANTEED BY
U.S. GOVERNMENT AGENCIES, AUTHORITIES OR INSTRUMENTALITIES

U.S. GOVERNMENT OBLIGATIONS -- are issued by the U.S. Treasury and include
bills, certificates of indebtedness, notes and bonds. Agencies and
instrumentalities of the U.S. Government are established under the authority of
an act of Congress and include, but are not limited to, the Tennessee Valley
Authority, the Bank for Cooperatives, the Farmers Home Administration, Federal
Home Loan Banks, Federal Intermediate Credit Banks and Federal Land Banks, as
well as those listed below.

FEDERAL FARM CREDIT CONSOLIDATED SYSTEMWIDE NOTES AND BONDS -- are bonds issued
by a cooperatively owned nationwide system of banks and associations supervised
by the Farm Credit Administration. These bonds are not guaranteed by the U.S.
Government.

MARITIME ADMINISTRATION BONDS -- are bonds issued by the Department of
Transportation of the U.S. Government.

FHA DEBENTURES -- are debentures issued by the Federal Housing Administration of
the U.S. Government and are fully and unconditionally guaranteed by the U.S.
Government.

GNMA CERTIFICATES -- are mortgage-backed securities, with timely payment
guaranteed by the full faith and credit of the U.S. Government, which represent
a partial ownership interest in a pool of mortgage loans issued by lenders such
as mortgage bankers, commercial banks and savings and loan associations. Each
mortgage loan included in the pool is also insured or guaranteed by the Federal
Housing Administration, the Veterans Administration or the Farmers Home
Administration.

FEDERAL HOME LOAN MORTGAGE CORPORATION ("FHLMC") BONDS -- are bonds issued and
guaranteed by the Federal Home Loan Mortgage Corporation and are not guaranteed
by the U.S. Government.

FEDERAL HOME LOAN BANK BONDS -- are bonds issued by the Federal Home Loan Bank
System and are not guaranteed by the U.S. Government.

FINANCING CORPORATION BONDS AND NOTES -- are bonds and notes issued and
guaranteed by the Financing Corporation.

FEDERAL NATIONAL MORTGAGE ASSOCIATION BONDS -- are bonds issued and guaranteed
by the Federal National Mortgage Association and are not guaranteed by the U.S.
Government.

RESOLUTION FUNDING CORPORATION BONDS AND NOTES -- are bonds and notes issued and
guaranteed by the Resolution Funding Corporation.

STUDENT LOAN MARKETING ASSOCIATION ("SLMA") DEBENTURES -- are debentures backed
by the Student Loan Marketing Association and are not guaranteed by the U.S.
Government.

TENNESSEE VALLEY AUTHORITY BONDS AND NOTES -- are bonds and notes issued and
guaranteed by the Tennessee Valley Authority.

Some of the foregoing obligations, such as Treasury bills and GNMA pass-through
certificates, are supported by the full faith and credit of the U.S. Government;
others, such as securities of FNMA, by the right of the issuer to borrow from
the U.S. Treasury; still others, such as bonds issued by SLMA, are supported
only by the credit of the instrumentality. No assurance can be given that the
U.S. Government will provide financial support to instrumentalities sponsored by
the U.S. Government as it is not obligated by law, in certain instances, to do
so.

Although this list includes a description of the primary types of U.S.
Government agency, authorities or instrumentality obligations in which the
Series may invest, the Series may invest in obligations of U.S. Government
agencies or instrumentalities other than those listed above.

B-1
<PAGE>
DESCRIPTION OF SHORT-TERM INVESTMENTS OTHER THAN U.S. GOVERNMENT OBLIGATIONS

CERTIFICATES OF DEPOSIT -- are certificates issued against funds deposited in a
bank (including eligible foreign branches of U.S. banks), are for a definite
period of time, earn a specified rate of return and are normally negotiable.

BANKERS' ACCEPTANCES -- are marketable short-term credit instruments used to
finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.

COMMERCIAL PAPER -- refers to promissory notes issued by corporations in order
to finance their short-term credit needs.

CORPORATE OBLIGATIONS -- include bonds and notes issued by corporations in order
to finance long-term credit needs.

B-2
<PAGE>
APPENDIX C

PRINCIPAL SECTORS OF THE UTILITIES INDUSTRY

The principal sectors of the utility industry in which the Utilities Series may
invest are discussed below.

ELECTRIC -- The electric utility industry consists of companies that are engaged
principally in the generation, transmission and sale of electric energy,
although many also provide other energy-related services. Domestic electric
utility companies, in general, recently have been favorably affected by lower
fuel and financing costs and the full or near completion of major construction
programs. In addition, many of these companies recently have generated cash
flows in excess of current operating expenses and construction expenditures,
permitting some degree of diversification into unregulated businesses. Some
electric utilities have also taken advantage of the right to sell power outside
of their traditional geographic areas. Electric utility companies historically
have been subject to the risks associated with increases in fuel and other
operating costs, high interest costs on borrowings needed for capital
construction programs, costs associated with compliance with environmental and
safety regulations and changes in the regulatory climate.

In the U.S., the construction and operation of nuclear power facilities is
subject to increased scrutiny by, and evolving regulations of, the Nuclear
Regulatory Commission and state agencies having comparable jurisdiction.
Increased scrutiny might result in higher operating costs and higher capital
expenditures, with the risk that the regulators may disallow inclusion of these
costs in rate authorizations or the risk that a company may not be permitted to
operate or complete construction of a facility. In addition, operators of
nuclear power plants may be subject to significant costs for disposal of nuclear
fuel and for the de-commissioning of such plants.

TELECOMMUNICATIONS -- The telephone industry is large and highly concentrated.
Companies that distribute telephone services and provide access to the telephone
networks comprise the greatest portion of this segment. Telephone companies in
the U.S. are still experiencing the effects of the breakup of American Telephone
& Telegraph Company, which occurred in 1984. Since 1984, companies engaged in
telephone communication services have expanded their non-regulated activities
into other businesses, including cellular telephone services, data processing,
equipment retailing, computer software and hardware services, and financial
services. This expansion has provided significant opportunities for certain
telephone companies to increase their earnings and dividends at faster rates
than had been allowed in traditionally regulated businesses. Increasing
competition, technological innovations and other structural changes, however,
could adversely affect the profitability of such utilities.

GAS -- Gas transmission companies and gas distribution companies are also
undergoing significant changes. In the U.S., interstate transmission companies
are regulated by the Federal Energy Regulatory Commission, which is reducing its
regulation of the industry. Many companies have diversified into oil and gas
exploration and development, making returns more sensitive to energy prices. In
the recent decade, gas utility companies have been adversely affected by
disruptions in the oil industry and have also been affected by increased
concentration and competition. In the opinion of the Adviser, however,
environmental considerations could improve the gas industry outlook in the
future. For example, natural gas is the cleanest of the hydrocarbon fuels, and
this may result in incremental shifts in fuel consumption toward natural gas and
away from oil and coal.

WATER -- Water supply utilities are companies that collect, purify, distribute
and sell water. In the U.S. and around the world, the industry is highly
fragmented because most of the supplies are owned by local authorities.
Companies in this industry are generally mature and are experiencing little or
no per capita volume growth.

-------------------

There can be no assurance that the positive developments noted above, including
those relating to changing regulation, will occur or that risk factors other
than those noted above will not develop in the future.

C-1
<PAGE>

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES-SM- STATEMENT OF
MFS-REGISTERED TRADEMARK- UTILITIES SERIES-SM- ADDITIONAL
MFS-REGISTERED TRADEMARK- WORLD GOVERNMENTS SERIES-SM- INFORMATION

MAY 1, 1995

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
1. General Information and Definitions................................. 2
2. Investment Techniques............................................... 2
3. Investment Restrictions............................................. 16
4. Management of the Trust............................................. 17
Trustees............................................................ 17
Officers............................................................ 17
Investment Adviser.................................................. 18
Investment Advisory Agreement....................................... 18
Custodian........................................................... 18
Shareholder Servicing Agent......................................... 18
Distributor......................................................... 19
5. Portfolio Transactions and Brokerage Commissions.................... 19
6. Tax Status.......................................................... 20
7. Net Income and Distributions........................................ 21
8. Determination of Net Asset Value; Performance Information........... 21
9. Description of Shares, Voting Rights and Liabilities................ 22
10. Independent Accountants and Financial Statements.................... 23
</TABLE>

MFS-Registered Trademark- TOTAL RETURN SERIES-SM-
MFS-Registered Trademark- UTILITIES SERIES-SM-
MFS-Registered Trademark- WORLD GOVERNMENTS SERIES-SM-
Series of MFS-Registered Trademark- Variable Insurance Trust-SM-
500 Boylston Street, Boston, Massachusetts 02116
(617) 954-5000

This Statement of Additional Information sets forth information which may be of
interest to investors but which is not necessarily included in the Trust's
Prospectus, dated May 1, 1995 as supplemented from time to time. This Statement
of Additional Information should be read in conjunction with the Prospectus, a
copy of which may be obtained without charge by contacting the Shareholder
Servicing Agent (see back cover for address and phone number).

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.

UST-13 12/93 785
<PAGE>
1. GENERAL INFORMATION AND DEFINITIONS

The MFS Variable Insurance Trust (the "Trust") is a professionally managed
open-end management investment company consisting of twelve separate series,
each of which is a segregated, separately managed portfolio. The MFS Total
Return Series (the "Total Return Series") is a diversified series of the Trust.
The MFS Utilities Series (the "Utilities Series") and the MFS World Governments
Series (the "World Governments Series") are non-diversified series of the Trust.
The Total Return Series, Utilities Series and World Governments Series are
collectively referred to as the "Series." Additional series may be created by
the Trustees from time to time. Shares of each Series will be offered to the
separate accounts of certain insurance companies (individually, a "Participating
Insurance Company" and collectively, the "Participating Insurance Companies")
that fund certain variable annuity and variable life insurance contracts
("Contracts"). Each Series offers its shares using a joint prospectus dated May
1, 1995, as supplemented or amended from time to time (the "Prospectus").

Each Series' investment adviser and distributor is, respectively, Massachusetts
Financial Services Company ("MFS" or the "Adviser") and MFS Fund Distributors,
Inc. ("MFD" or the "Distributor"), each a Delaware corporation.

2. INVESTMENT TECHNIQUES

LENDING OF PORTFOLIO SECURITIES: Each Series may seek to increase its income by
lending portfolio securities. Such loans will usually be made only to member
firms of the New York Stock Exchange (the "Exchange") (and subsidiaries thereof)
and member banks of the Federal Reserve System, and would be required to be
secured continuously by collateral in cash, cash equivalents or United States
("U.S.") Treasury securities maintained on a current basis at an amount at least
equal to the market value of the securities loaned. A Series would have the
right to call a loan and obtain the securities loaned at any time on customary
industry settlement notice (which will not usually exceed five business days).
For the duration of a loan, the Series would continue to receive the equivalent
of the interest or dividends paid by the issuer on the securities loaned and
would also receive compensation from the investment of the collateral. The
Series would not, however, have the right to vote any securities having voting
rights during the existence of the loan, but the Series would call the loan in
anticipation of an important vote to be taken among holders of the securities or
of the giving or withholding of their consent on a material matter affecting the
investment. As with other extensions of credit there are risks of delay in
recovery or even loss of rights in the collateral should the borrower of the
securities fail financially. However, the loans would be made only to firms
deemed by the Adviser to be of good standing, and when, in the judgment of the
Adviser, the consideration which can be earned currently from securities loans
of this type justifies the attendant risk. If the Adviser determines to make
securities loans, it is intended that the value of the securities loaned would
not exceed 25% of the value of a Series' net assets.

REPURCHASE AGREEMENTS: Each of the Series may enter into repurchase agreements
with sellers who are member firms (or a subsidiary thereof) of the Exchange or
members of the Federal Reserve System, recognized primary U.S. Government
securities dealers or institutions which the Adviser has determined to be of
comparable creditworthiness. The securities that a Series purchases and holds
through its agent are U.S. Government securities, the values of which are equal
to or greater than the repurchase price agreed to be paid by the seller. The
repurchase price may be higher than the purchase price, the difference being
income to the Series, or the purchase and repurchase prices may be the same,
with interest at a standard rate due to the Series together with the repurchase
price on repurchase. In either case, the income to the Series is unrelated to
the interest rate on the Government securities.

The repurchase agreement provides that in the event the seller fails to pay the
price agreed upon on the agreed upon delivery date or upon demand, as the case
may be, a Series will have the right to liquidate the securities. If at the time
the Series is contractually entitled to exercise its right to liquidate the
securities, the seller is subject to a proceeding under the bankruptcy laws or
its assets are otherwise subject to a stay order, the Series' exercise of its
right to liquidate the securities may be delayed and result in certain losses
and costs to the Series. Each Series has adopted and follows procedures which
are intended to minimize the risks of repurchase agreements. For example, each
Series only enters into repurchase agreements after the Adviser has determined
that the seller is creditworthy, and the Adviser monitors that seller's
creditworthiness on an ongoing basis. Moreover, under such agreements, the value
of the securities (which are marked to market every business day) is required to
be greater than the repurchase price, and a Series has the right to make margin
calls at any time if the value of the securities falls below the agreed upon
margin.

"WHEN-ISSUED" SECURITIES: The Total Return Series and the Utilities Series may
purchase securities on a "when-issued" or on a "forward delivery" basis.
Although a Series is not limited as to the amount of these securities for which
it may have commitments to purchase on such bases, it is expected that under
normal circumstances each Series will not commit more than 20% of its total
assets to such purchases. When a Series commits to purchase these securities on
a "when-issued" or "forward delivery" basis, it will set up procedures
consistent with the General Statement of Policy of the Securities and Exchange
Commission (the "SEC") concerning such purchases. Since that policy currently
recommends that an amount of the Series' assets equal to the amount of the
purchase be held aside or segregated to be used to pay for the commitment, the
Series will always have cash, short-term money market instruments or high
quality debt securities sufficient to cover any commitments or to limit any
potential risk. Although no Series intends to make such purchases for
speculative purposes and each Series intends to adhere to the provisions of the
SEC policy, purchases of securities on such bases may involve more risk than
other types of purchases. For example, a Series may have to sell assets which
have been set aside in order to meet redemptions. Also, if a Series determines
it is necessary to sell the "when-issued" or "forward delivery" securities
before delivery, the Series may incur a loss because of market fluctuations
since the time the commitment to purchase such securities was made.

MORTGAGE "DOLLAR ROLL" TRANSACTIONS: Each Series may enter into mortgage "dollar
roll" transactions pursuant to which it sells mortgage-backed securities for
delivery in the future and simultaneously contracts to repurchase substantially
similar securities on a specified future date. During the roll period, a Series
foregoes principal

2
<PAGE>
and interest paid on the mortgage-backed securities. A Series is compensated for
the lost interest by the difference between the current sales price and the
lower price for the future purchase (often referred to as the "drop") as well as
by the interest earned on the cash proceeds of the initial sale. A Series may
also be compensated by receipt of a commitment fee. In the event that the party
with whom the Series contracts to replace substantially similar securities on a
future date fails to deliver such securities, the Series may not be able to
obtain such securities at the price specified in such contract and thus may not
benefit from the price differential between the current sales price and the
repurchase price.

Corporate asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
resulting from ultimate default ensures payment through insurance policies or
letters of credit obtained by the issuer or sponsor from third parties. A Series
will not pay any additional or separate fees for credit support. The degree of
credit support provided for each issue is generally based on historical
information respecting the level of credit risk associated with the underlying
assets. Delinquency or loss in excess of that anticipated or failure of the
credit support could adversely affect the return on an investment in such a
security.

COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH SECURITIES: The
World Governments Series and the Utilities Series may invest a portion of its
assets in collateralized mortgage obligations or "CMOs", which are debt
obligations collateralized by mortgage loans or mortgage pass-through securities
(such collateral referred to collectively as "Mortgage Assets"). Unless the
context indicates otherwise, all references herein to CMOs include multiclass
pass-through securities.

Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly
or semi-annual basis. The principal of and interest on the Mortgage Assets may
be allocated among the several classes of a series of a CMO in innumerable ways.
In a common structure, payments of principal, including any principal
prepayments, on the Mortgage Assets are applied to the classes of the series of
a CMO in the order of their respective stated maturities or final distribution
dates, so that no payment of principal will be made on any class of CMOs until
all other classes having an earlier stated maturity or final distribution date
have been paid in full. Certain CMOs may be stripped (securities which provide
only the principal or interest factor of the underlying security). See "Stripped
Mortgage-Backed Securities" below for a discussion of the risks of investing in
these stripped securities and of investing in classes consisting of principals
of interest payments or principal payments.

The World Governments Series and the Utilities Series may also invest in
parallel pay CMOs and Planned Amortization Class CMOs ("PAC Bonds"). Parallel
pay CMOs are structured to provide payments of principal on each payment date to
more than one class. These simultaneous payments are taken into account in
calculating the stated maturity date or final distribution date of each class,
which, as with other CMO structures, must be retired by its stated maturity date
or final distribution date but may be retired earlier.

STRIPPED MORTGAGE-BACKED SECURITIES: The World Governments Series may invest a
portion of its assets in stripped mortgage-backed securities ("SMBS") which are
derivative multiclass mortgage securities issued by agencies of or
instrumentalities of the U.S. Government, or by private originators of, or
investors in mortgage loans, including savings and loan institutions, mortgage
banks, commercial banks and investment banks.

SMBS are usually structured with two classes that receive different proportions
of the interest and principal distributions from a pool of mortgage assets. A
common type of SMBS will have one class receiving some of the interest and most
of the principal from the Mortgage Assets, while the other class will receive
most of the interest and the remainder of the principal. In the most extreme
case, one class will receive all of the interest (the interest-only or "IO"
class) while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO is extremely
sensitive to the rate of principal payments, including prepayments on the
related underlying Mortgage Assets, and a rapid rate of principal payments may
have a material adverse effect on such security's yield to maturity. If the
underlying Mortgage Assets experience greater than anticipated prepayments of
principal, the Series may fail to fully recoup its initial investment in these

3
<PAGE>
securities. The market value of the class consisting primarily or entirely of
principal payments generally is unusually volatile in response to changes in
interest rates. Because SMBS were only recently introduced, established trading
markets for these securities have not yet developed, although the securities are
traded among institutional investors and investment banking firms.

LOAN PARTICIPATIONS AND OTHER DIRECT INDEBTEDNESS: The Total Return Series may
purchase loan participations and other direct indebtedness. In purchasing a loan
participation, the Series acquires some or all of the interest of a bank or
other lending institution in a loan to a corporate borrower. Many such loans are
secured, although some may be unsecured. Such loans may be in default at the
time of purchase. Loans and other direct indebtedness that are fully secured
offer the Series more protection than an unsecured loan in the event of
non-payment of scheduled interest or principal. However, there is no assurance
that the liquidation of collateral from a secured loan or other direct
indebtedness would satisfy the corporate borrower's obligation, or that the
collateral can be liquidated.

These loans and other direct indebtedness are made generally to finance internal
growth, mergers, acquisitions, stock repurchases, leveraged buy-outs and other
corporate activities. Such loans and other direct indebtedness loans are
typically made by a syndicate of lending institutions, represented by an agent
lending institution which has negotiated and structured the loan and is
responsible for collecting interest, principal and other amounts due on its own
behalf and on behalf of the others in the syndicate, and for enforcing its and
their other rights against the borrower. Alternatively, such loans and other
direct indebtedness may be structured as a novation, pursuant to which the
Series would assume all of the rights of the lending institution in a loan or as
an assignment, pursuant to which the Series would purchase an assignment of a
portion of a lender's interest in a loan or other direct indebtedness either
directly from the lender or through an intermediary. The Series may also
purchase trade or other claims against companies, which generally represent
money owned by the company to a supplier of goods or services. These claims may
also be purchased at a time when the company is in default.

Certain of the loan participations and the other direct indebtedness acquired by
the Series may involve revolving credit facilities or other standby financing
commitments which obligate the Series to pay additional cash on a certain date
or on demand. These commitments may have the effect of requiring the Series to
increase its investment in a company at a time when the Series might not
otherwise decide to do so (including at a time when the company's financial
condition makes it unlikely that such amounts will be repaid). To the extent
that the Series is committed to advance additional funds, it will at all times
hold and maintain in a segregated account cash or other high grade debt
obligations in an amount sufficient to meet such commitments.

The Series' ability to receive payment of principal, interest and other amounts
due in connection with these investments will depend primarily on the financial
condition of the borrower. In selecting the loan participations and other direct
indebtedness which the Series will purchase, the Adviser will rely upon its own
(and not the original lending institution's) credit analysis of the borrower. As
the Series may be required to rely upon another lending institution to collect
and pass onto the Series amounts payable with respect to
the loan and to enforce the Series' rights under the loan and other direct
indebtedness, an insolvency, bankruptcy or reorganization of the lending
institution may delay or prevent the Series from receiving such amounts. In such
cases, the Series will evaluate as well the creditworthiness of the lending
institution and will treat both the borrower and the lending institution as an
"issuer" of the loan participation for purposes of certain investment
restrictions pertaining to the diversification of the Series' portfolio
investments. The highly leveraged nature of many such loans and other direct
indebtedness may make such loans and other direct indebtedness especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans and other direct indebtedness may involve additional risk to the
Series. For example, if a loan or other direct indebtedness is foreclosed, the
Series could become part owner of any collateral, and would the costs and
liabilities associated with owning and disposing of the collateral. In addition,
it is conceivable that under emerging legal theories of lender liability, the
Series could be held liable as a co-lender. It is unclear whether loans and
other forms of direct indebtedness offer securities law protections against
fraud and misrepresentation. In the absence of definitive regulatory guidance,
the Series relies on the Adviser's research in an attempt to avoid situations
where fraud and misrepresentation could adversely affect the Series. In
addition, loan participations and other direct investments may not be in the
form of securities or may be subject to restrictions on transfer, and only
limited opportunities may exist to resell such instruments. As a result, the
Series may be unable to sell such investments at an opportune time or may have
to resell them at less than fair market value. To the extent that the Adviser
determines that any such investments are illiquid, the Series will include them
in the investment limitations described below.

MORTGAGE PASS-THROUGH SECURITIES: The Total Return Series and the World
Governments Series may invest in mortgage pass-through securities. The Utilities
Series may invest in mortgage pass-through securities that are securities issued
or guaranteed as to principal and interest by the U.S. Government, its agencies,
authorities or instrumentalities. Mortgage pass-through securities are
securities representing interests in "pools" of mortgage loans. Monthly payments
of interest and principal by the individual borrowers on mortgages are passed
through to the holders of the securities (net of fees paid to the issuer or
guarantor of the securities) as the mortgages in the underlying mortgage pools
are paid off. The average lives of mortgage pass-throughs are variable when
issued because their average lives depend on prepayment rates. The average life
of these securities is likely to be substantially shorter than their stated
final maturity as a result of unscheduled principal prepayment. Prepayments on
underlying mortgages result in a loss of anticipated interest, and all or part
of a premium if any has been paid, and the actual yield (or total return) to the
Series may be different than the quoted yield on the securities. Mortgage
premiums generally increase with falling interest rates and decrease with rising
interest rates. Like other fixed income securities, when interest rates rise the
value of mortgage pass-through security generally will decline; however, when
interest rates are

4
<PAGE>
declining, the value of mortgage pass-through securities with prepayment
features may not increase as much as that of other fixed-income securities.

Payment of principal and interest on some mortgage pass-through securities (but
not the market value of the securities themselves) may be guaranteed by the full
faith and credit of the U.S. Government (in the case of securities guaranteed by
the Government National Mortgage Association ("GNMA"); or guaranteed by agencies
or instrumentalities of the U.S. Government (such as the Federal National
Mortgage Association ("FNMA") or the Federal Home Loan Mortgage Corporation,
(FHLMC) which are supported only by the discretionary authority of the U.S.
Government to purchase the agency's obligations). Mortgage pass-through
securities may also be issued by non-governmental issuers (such as commercial
banks, savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers). Some of these mortgage
pass-through securities may be supported by various forms of insurance or
guarantees.

Interests in pools of mortgage-related securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by prepayments of principal resulting from the
sale, refinancing or foreclosure of the underlying property, net of fees or
costs which may be incurred. Some mortgage pass-through securities (such as
securities issued by the GNMA) are described as "modified pass-through." These
securities entitle the holder to receive all interests and principal payments
owed on the mortgages in the mortgage pool, net of certain fees, at the
scheduled payment dates regardless of whether the mortgagor actually makes the
payment.

The principal governmental guarantor of mortgage pass-through securities is
GNMA. GNMA is a wholly owned U.S. Government corporation within the Department
of Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks and mortgage bankers) and backed by
pools of FHA-insured or VA-guaranteed mortgages. These guarantees, however, do
not apply to the market value or yield of mortgage pass-through securities. GNMA
securities are often purchased at a premium over the maturity value of the
underlying mortgages. This premium is not guaranteed and will be lost if
prepayment occurs.

Government-related guarantors (I.E., whose guarantees are not backed by the full
faith and credit of the U.S. Government) include FNMA and FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional residential mortgages (I.E., mortgages not insured
or guaranteed by any governmental agency) from a list of approved
seller/servicers which include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks, credit unions and mortgage
bankers. Pass-through securities issued by FNMA are guaranteed as to timely
payment by FNMA of principal and interest.

FHLMC is also a government-sponsored corporation owned by private stockholders.
FHLMC issues Participation Certificates ("PCs") which represent interests in
conventional mortgages (I.E., not federally insured or guaranteed) for FHLMC's
national portfolio. FHLMC guarantees timely payment of interest and ultimate
collection of principal regardless of the status of the underlying mortgage
loans.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of mortgage loans. Such issuers may also be the originators
and/or servicers of the underlying mortgage-related securities. Pools created by
such non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments in the former pools. However, timely
payment of interest and principal of mortgage loans in these pools may be
supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit. The insurance and
guarantees are issued by governmental entities, private insurers and the
mortgage poolers. There can be no assurance that the private insurers or
guarantors can meet their obligations under the insurance policies or guarantee
arrangements. A Series may also buy mortgage-related securities without
insurance or guarantees.

INDEXED SECURITIES: Each of the Series may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold-indexed securities, for example, typically provide
for a maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed securities
may be positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a security
that performs similarly to a foreign-denominated instrument, or their maturity
value may decline when foreign currencies increase, resulting in a security
whose price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the

5
<PAGE>
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities have
included banks, corporations, and certain U.S. government agencies.

SWAPS AND RELATED TRANSACTIONS: The World Governments Series may enter into
interest rate swaps, currency swaps and other types of available swap
agreements, such as caps, collars and floors.

Swap agreements may be individually negotiated and structured to include
exposure to a variety of different types of investments or market factors.
Depending on their structure, swap agreements may increase or decrease the
Series' exposure to long or short-term interest rates (in the U.S. or abroad),
foreign currency values, mortgage securities, corporate borrowing rates, or
other factors such as securities prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The Series is not
limited to any particular form or variety of swap agreement if MFS determines it
is consistent with the Series' investment objective and policies.

The World Governments Series will maintain cash or appropriate liquid assets
with its custodian to cover its current obligations under swap transactions. If
the Series enters into a swap agreement on a net basis (I.E., the two payment
streams are netted out, with the Series receiving or paying, as the case may be,
only the net amount of the two payments), the Series will maintain cash or
liquid assets with its Custodian with a daily value at least equal to the
excess, if any, of the Series' accrued obligations under the swap agreement over
the accrued amount the Series is entitled to receive under the agreement. If the
Series enters into a swap agreement on other than a net basis, it will maintain
cash or liquid assets with a value equal to the full amount of the Series'
accrued obligations under the agreement.

The most significant factor in the performance of swaps, caps, floors and
collars is the change in the specific interest rate, currency or other factor
that determines the amount of payments to be made under the arrangement. If the
Adviser is incorrect in its forecasts of such factors, the investment
performance of the Series would be less than what it would have been if these
investment techniques had not been used. If a swap agreement calls for payments
by the Series, the Series must be prepared to make such payments when due. In
addition, if the counterparty's creditworthiness declined, the value of the swap
agreement would be likely to decline, potentially resulting in losses.

If the counterparty defaults, the Series' risk of loss consists of the net
amount of payments that the Series is contractually entitled to receive. The
Series anticipates that it will be able to eliminate or reduce its exposure
under these arrangements by assignment or other disposition or by entering into
an offsetting agreement with the same or another counterparty.

OPTIONS ON SECURITIES: The Total Return Series and the World Governments Series
may write (sell) covered put and call options, and purchase put and call
options, on securities. Call and put options written by each Series may be
covered in the manner set forth below.

A call option written by a Series is "covered" if the Series owns the security
underlying the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if a Series holds a call on the same security and in the same principal
amount as the call written where the exercise price of the call held (a) is
equal to or less than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is maintained by
the Series in cash, short-term money market instruments or high quality debt
securities in a segregated account with its custodian. A put option written by a
Series is "covered" if the Series maintains cash, short-term money market
instruments or high-quality debt securities with a value equal to the exercise
price in a segregated account with its custodian, or else holds a put on the
same security and in the same principal amount as the put written where the
exercise price of the put held is equal to or greater than the exercise price of
the put written or where the exercise price of the put held is less than the
exercise price of the put written if the difference is maintained by the Series
in cash, short-term money market instruments or high-quality debt securities in
a segregated account with its custodian. Put and call options written by a
Series may also be covered in such other manner as may be in accordance with the
requirements of the exchange on which, or the counter party with which, the
option is traded, and applicable laws and regulations. If the writer's
obligation is not so covered, it is subject to the risk of the full change in
value of the underlying security from the time the option is written until
exercise.

Effecting a closing transaction in the case of a written call option will permit
a Series to write another call option on the underlying security with either a
different exercise price or expiration date or both, or in the case of a written
put option will permit the Series to write another put option to the extent that
the exercise price thereof is secured by deposited cash, short-term money market
instruments or high-quality debt securities. Such transactions permit a Series
to generate additional premium income, which will partially offset declines in
the value of portfolio securities or increases in the cost of securities to be
acquired. Also, effecting a closing transaction will permit the cash or proceeds
from the concurrent sale of any securities subject to the option to be used for
other investments of a Series, provided that another option on such security is
not written. If a Series desires to sell a particular security from its
portfolio on which it has written a call option, it will effect a closing
transaction in connection with the option prior to or concurrent with the sale
of the security.

A Series will realize a profit from a closing transaction if the premium paid in
connection with the closing of an option written by the Series is less than the
premium received from writing the option, or if the premium received in
connection with the closing of an option purchased by a Series is more than the
premium paid for the original purchase. Conversely, a Series will suffer a loss
if the premium paid or received in connection with a closing transaction is more
or less, respectively, than the premium received or paid in establishing the
option position. Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying security, any
loss resulting from the repur-
chase of a call option previously written by a Series is likely to be

6
<PAGE>
offset in whole or in part by appreciation of the underlying security owned by
the Series.

Each of these Series may write options in connection with buy-and-write
transactions; that is, a Series may purchase a security and then write a call
option against that security. The exercise price of the call a Series determines
to write will depend upon the expected price movement of the underlying
security. The exercise price of a call option may be below ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the option is written. Buy-and-write
transactions using in-the-money call options may be used when it is expected
that the price of the underlying security will decline moderately during the
option period. Buy-and-write transactions using out-of-the-money call options
may be used when it is expected that the premiums received from writing the call
option plus the appreciation in the market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of the
underlying security alone. If the call options are exercised in such
transactions, a Series' maximum gain will be the premium received by it for
writing the option, adjusted upwards or downwards by the difference between the
Series' purchase price of the security and the exercise price, less related
transaction costs. If the options are not exercised and the price of the
underlying security declines, the amount of such decline will be offset in part,
or entirely, by the premium received.

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and a Series' gain will be limited to the premium
received, less related transaction costs. If the market price of the underlying
security declines or otherwise is below the exercise price, a Series may elect
to close the position or retain the option until it is exercised, at which time
the Series will be required to take delivery of the security at the exercise
price; a Series' return will be the premium received from the put option minus
the amount by which the market price of the security is below the exercise
price, which could result in a loss. Out-of-the-money, at-the-money and
in-the-money put options may be used by a Series in the same market environments
that call options are used in equivalent buy-and-write transactions.

A Series may also write combinations of put and call options on the same
security, known as "straddles," with the same exercise price and expiration
date. By writing a straddle, a Series undertakes a simultaneous obligation to
sell and purchase the same security in the event that one of the options is
exercised. If the price of the security subsequently rises sufficiently above
the exercise price to cover the amount of the premium and transaction costs, the
call will likely be exercised and the Series will be required to sell the
underlying security at a below market price. This loss may be offset, however,
in whole or part, by the premiums received on the writing of the two options.
Conversely, if the price of the security declines by a sufficient amount, the
put will likely be exercised. The writing of straddles will likely be effective,
therefore, only where the price of the security remains stable and neither the
call nor the put is exercised. In those instances where one of the options is
exer-

cised, the loss on the purchase or sale of the underlying security may exceed
the amount of the premiums received.

By writing a call option, a Series limits its opportunity to profit from any
increase in the market value of the underlying security above the exercise price
of the option. By writing a put option, a Series assumes the risk that it may be
required to purchase the underlying security for an exercise price above its
then current market value, resulting in a capital loss unless the security
subsequently appreciates in value. The writing of options on securities will not
be undertaken by a Series solely for hedging purposes, and could involve certain
risks which are not present in the case of hedging transactions. Moreover, even
where options are written for hedging purposes, such transactions constitute
only a partial hedge against declines in the value of portfolio securities or
against increases in the value of securities to be acquired, up to the amount of
the premium.

A Series may purchase options for hedging purposes or to increase its return.
Put options may be purchased to hedge against a decline in the value of
portfolio securities. If such decline occurs, the put options will permit a
Series to sell the securities at the exercise price, or to close out the options
at a profit. By using put options in this way, a Series will reduce any profit
it might otherwise have realized in the underlying security by the amount of the
premium paid for the put option and by transaction costs.

A Series may purchase call options to hedge against an increase in the price of
securities that the Series anticipates purchasing in the future. If such
increase occurs, the call option will permit the Series to purchase the
securities at the exercise price, or to close out the options at a profit. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by a Series upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option may expire
worthless to the Series.

OPTIONS ON STOCK INDICES: The Total Return Series and the Utilities Series may
write (sell) covered call and put options and purchase call and put options on
stock indices. In contrast to an option on a security, an option on a stock
index provides the holder with the right but not the obligation to make or
receive a cash settlement upon exercise of the option, rather than the right to
purchase or sell a security. The amount of this settlement is equal to (i) the
amount, if any, by which the fixed exercise price of the option exceeds (in the
case of a call) or is below (in the case of a put) the closing value of the
underlying index on the date of exercise, multiplied by (ii) a fixed "index
multiplier."

A Series may cover call options on stock indices by owning securities whose
price changes, in the opinion of the Adviser, are expected to be similar to
those of the underlying index, or by having an absolute and immediate right to
acquire such securities without additional cash consideration (or for additional
cash consideration held in a segregated account by its custodian) upon
conversion or exchange of other securities in its portfolio. Where a Series
covers a call option on a stock index through ownership of securities, such
securities may not match the composition of the index and, in that event, the
Series will not be fully covered and could be subject to risk of loss in the
event of adverse changes in the value of the index.

7
<PAGE>
A Series may also cover call options on stock indices by holding a call on the
same index and in the same principal amount as the call written where the
exercise price of the call held (a) is equal to or less than the exercise price
of the call written or (b) is greater than the exercise price of the call
written if the difference is maintained by the Series in cash, short-term money
market instruments or high-quality debt securities in a segregated account with
its custodian. A Series may cover put options on stock indices by maintaining
cash, short-term money market instruments or high-quality debt securities with a
value equal to the exercise price in a segregated account with its custodian, or
by holding a put on the same stock index and in the same principal amount as the
put written where the exercise price of the put held is equal to or greater than
the exercise price of the put written or where the exercise price of the put
held is less than the exercise price of the put written if the difference is
maintained by the Series in cash, short-term money market instruments or
high-quality debt securities in a segregated account with its custodian. Put and
call options on stock indices may also be covered in such other manner as may be
in accordance with the rules of the exchange on which, or the counterparty with
which, the option is traded and applicable laws and regulations.

A Series will receive a premium from writing a put or call option, which
increases the Series' gross income in the event the option expires unexercised
or is closed out at a profit. If the value of an index on which a Series has
written a call option falls or remains the same, the Series will realize a
profit in the form of the premium received (less transaction costs) that could
offset all or a portion of any decline in the value of the securities it owns.
If the value of the index rises, however, a Series will realize a loss in its
call option position, which will reduce the benefit of any unrealized
appreciation in the Series' stock investments. By writing a put option, a Series
assumes the risk of a decline in the index. To the extent that the price changes
of securities owned by a Series correlate with changes in the value of the
index, writing covered put options on indices will increase a Series' losses in
the event of a market decline, although such losses will be offset in part by
the premium received for writing the option.

A Series may also purchase put options on stock indices to hedge its investments
against a decline in value. By purchasing a put option on a stock index, a
Series will seek to offset a decline in the value of securities it owns through
appreciation of the put option. If the value of a Series' investments does not
decline as anticipated, or if the value of the option does not increase, the
Series' loss will be limited to the premium paid for the option plus related
transaction costs. The success of this strategy will largely depend on the
accuracy of the correlation between the changes in value of the index and the
changes in value of the Series' security holdings.

The purchase of call options on stock indices may be used by a Series to attempt
to reduce the risk of missing a broad market advance, or an advance in an
industry or market segment, at a time when the Series holds uninvested cash or
short-term debt securities awaiting investment. When purchasing call options for
this purpose, a Series will also bear the risk of losing all or a portion of the
premium paid if the value of the index does not rise. The purchase of call
options on stock indices when a Series is substan-
tially fully invested is a form of leverage, up to the amount of the premium and
related transaction costs, and involves risks of loss and of increased
volatility similar to those involved in purchasing calls on securities the Fund
owns.

The index underlying a stock index option may be a "broad-based" index, such as
the Standard & Poor's 500 Index or the New York
Stock Exchange Composite Index, the changes in value of which ordinarily will
reflect movements in the stock market in general. In contrast, certain options
may be based on narrower market indices, such as the Standard & Poor's 100
Index, or on indices of securities of particular industry groups, such as those
of oil and gas or technology companies. A stock index assigns relative values to
the stocks included in the index and the index fluctuates with changes in the
market values of the stocks so included. The composition of the index is changed
periodically.

YIELD CURVE OPTIONS: The Total Return Series and the World Governments Series
may also enter into options on the "spread," or yield differential, between two
fixed income securities, in transactions referred to as "yield curve" options.
In contrast to other types of options, a yield curve option is based on the
difference between the yields of designated securities, rather than the prices
of the individual securities, and is settled through cash payments. Accordingly,
a yield curve option is profitable to the holder if this differential widens (in
the case of a call) or narrows (in the case of a put), regardless of whether the
yields of the underlying securities increase or decrease.

Yield curve options may be used for the same purposes as other options on
securities. Specially, a Series may purchase or write such options for hedging
purposes. For example, a Series may purchase a call option on the yield spread
between two securities, if it owns one of the securities and anticipates
purchasing the other security and wants to hedge against an adverse change in
the yield spread between the two securities. A Series may also purchase or write
yield curve options for other than hedging purposes (I.E., in an effort to
increase its current income) if, in the judgment of the Adviser, the Series will
be able to profit from movements in the spread between the yields of the
underlying securities. The trading of yield curve options is subject to all of
the risks associated with the trading of other types of options. In addition,
however, such options present risk of loss even if the yield of one of the
underlying securities remains constant, if the spread moves in a direction or to
an extent which was not anticipated. Yield curve options written by a Series
will be "covered". A call (or put) option is covered if the Series holds another
call (or put) option on the spread between the same two securities and maintains
in a segregated account with its custodian cash or cash equivalents sufficient
to cover the Series' net liability under the two options. Therefore, a Series'
liability for such a covered option is generally limited to the difference
between the amount of the Series' liability under the option written by the
Series less the value of the option held by the Series. Yield curve options may
also be covered in such other manner as may be in accordance with the
requirements of the counterparty with which the option is traded and applicable
laws and regulations. Yield curve options are traded over-the-counter and
because they have been only recently introduced, established trading markets for
these securities have not yet developed.

8
<PAGE>
The staff of the SEC has taken the position that purchased over-the-counter
options and assets used to cover written over-the-counter options are illiquid
and, therefore, together with other illiquid securities, cannot exceed a certain
percentage of a Series' assets (the "SEC illiquidity ceiling"). Although the
Adviser disagrees with this position, the Adviser intends to limit each Series'
writing of over-the-counter options in accordance with the following procedure.
Except as provided below, a Series intends to write over-the-counter options
only with primary U.S. Government securities dealers recognized by the Federal
Reserve Bank of New York. Also, the contracts which a Series has in place with
such primary dealers will provide that the Series has the absolute right to
repurchase an option it writes at any time at a price which represents the fair
market value, as determined in good faith through negotiation between the
parties, but which in no event will exceed a price determined pursuant to a
formula in the contract. Although the specific formula may vary between
contracts with different primary dealers, the formula will generally be based on
a multiple of the premium received by a Series for writing the option, plus the
amount, if any, of the option's intrinsic value (I.E., the amount that the
option is in-the-money). The formula may also include a factor to account for
the difference between the price of the security and the strike price of the
option if the option is written out-of-money. A Series will treat all or a part
of the formula price as illiquid for purposes of the SEC illiquidity ceiling. A
Series may also write over-the-counter options with non-primary dealers,
including foreign dealers, and will treat the assets used to cover these options
as illiquid for purposes of such SEC illiquidity ceiling.

FUTURES CONTRACTS: The World Governments Series and the Utilities Series may
purchase and sell futures contracts ("Futures Contracts") on foreign or domestic
fixed income securities or indices of such securities. The Total Return Series
may purchase and sell Futures Contracts on stock indexes. The Total Return
Series, the World Governments Series and the Utilities Series may purchase and
sell Futures Contracts on foreign currencies or indices of foreign currencies.
Such investment strategies will be used for hedging purposes and for non-hedging
purposes, subject to applicable law.

A Futures Contract is a bilateral agreement providing for the purchase and sale
of a specified type and amount of a financial instrument or foreign currency, or
for the making and acceptance of a cash settlement, at a stated time in the
future for a fixed price. By its terms, a Futures Contract provides for a
specified settlement date on which, in the case of the majority of interest rate
and foreign currency futures contracts, the fixed income securities or currency
are delivered by the seller and paid for by the purchaser, or on which, in the
case of stock index futures contracts and certain interest rate and foreign
currency futures contracts, the difference between the price at which the
contract was entered into and the contract's closing value is settled between
the purchaser and seller in cash. Futures Contracts differ from options in that
they are bilateral agreements, with both the purchaser and the seller equally
obligated to complete the transaction. Futures Contracts call for settlement
only on the expiration date and cannot be "exercised" at any other time during
their term.

The purchase or sale of a Futures Contract differs from the purchase or sale of
a security or the purchase of an option in that no purchase price is paid or
received. Instead, an amount of cash or cash equivalents, which varies but may
be as low as 5% or less of the value of the contract, must be deposited with the
broker as "initial margin." Subsequent payments to and from the broker, referred
to as "variation margin," are made on a daily basis as the value of the index or
instrument underlying the Futures Contract fluctuates, making positions in the
Futures Contract more or less valuable - a process known as "mark-to-market."

Purchases or sales of stock index futures contracts are used to attempt to
protect a Series' current or intended stock investments from broad fluctuations
in stock prices. For example, a Series may sell stock index futures contracts in
anticipation of or during a market decline to attempt to offset the decrease in
market value of the Series' securities portfolio that might otherwise result. If
such decline occurs, the loss in value of portfolio securities may be offset, in
whole or part, by gains on the futures position. When a Series is not fully
invested in the securities market and anticipates a significant market advance,
it may purchase stock index futures contracts in order to gain rapid market
exposure that may, in part or entirely, offset increases in the cost of
securities that the Series intends to purchase. As such purchases are made, the
corresponding positions in stock index futures contracts will be closed out. In
a substantial majority of these transactions, the Series will purchase such
securities upon termination of the futures position, but under unusual market
conditions, a long futures position may be terminated without a related purchase
of securities.

Interest rate Futures Contracts may be purchased or sold to attempt to protect
against the effects of interest rate changes on a Series' current or intended
investments in fixed income securities. For example, if a Series owned long-term
bonds and interest rates were expected to increase, that Series might enter into
interest rate futures contracts for the sale of debt securities. Such a sale
would have much the same effect as selling some of the long-term bonds in that
Series' portfolio. If interest rates did increase, the value of the debt
securities in the portfolio would decline, but the value of that Series'
interest rate futures contracts would increase at approximately the same rate,
thereby keeping the net asset value of that Series from declining as much as it
otherwise would have.

Similarly, if interest rates were expected to decline, interest rate futures
contracts may be purchased to hedge in anticipation of subsequent purchases of
long-term bonds at higher prices. Since the fluctuations in the value of the
interest rate futures contracts should be similar to that of long-term bonds, a
Series could protect itself against the effects of the anticipated rise in the
value of long-term bonds without actually buying them until the necessary cash
became available or the market had stabilized. At that time, the interest rate
futures contracts could be liquidated and that Series' cash reserves could then
be used to buy long-term bonds on the cash market. A Series could accomplish
similar results by selling bonds with long maturities and investing in bonds
with short maturities when interest rates are expected to increase. However,
since the futures market is more liquid than the cash market, the use of
interest rate futures contracts as a hedging technique allows a Series to hedge
its interest rate risk without having to sell its portfolio securities.

9
<PAGE>
As noted in the Prospectus, a Series may purchase and sell foreign currency
futures contracts for hedging purposes, to attempt to protect its current or
intended investments from fluctuations in currency exchange rates. Such
fluctuations could reduce the dollar value of portfolio securities denominated
in foreign currencies, or increase the cost of foreign-denominated securities to
be acquired, even if the value of such securities in the currencies in which
they are denominated remains constant. A Series may sell futures contracts on a
foreign currency, for example, where it holds securities denominated in such
currency and it anticipates a decline in the value of such currency relative to
the dollar. In the event such decline occurs, the resulting adverse effect on
the value of foreign-denominated securities may be offset, in whole or in part,
by gains on the futures contracts.

Conversely, a Series could protect against a rise in the dollar cost of
foreign-denominated securities to be acquired by purchasing futures contracts on
the relevant currency, which could offset, in whole or in part, the increased
cost of such securities resulting from a rise in the dollar value of the
underlying currencies. Where a Series purchases futures contracts under such
circumstances, however, and the prices of securities to be acquired instead
decline, the Series will sustain losses on its futures position which could
reduce or eliminate the benefits of the reduced cost of portfolio securities to
be acquired.

OPTIONS ON FUTURES CONTRACTS: Each Series that may buy or sell Futures Contracts
(see "Futures Contracts" above) also may purchase and write options to buy or
sell those Futures Contracts in which it may invest ("Options on Futures
Contracts"). Such investment strategies will be used for hedging purposes and
for non-hedging purposes, subject to applicable law.

An Option on a Futures Contract provides the holder with the right to enter into
a "long" position in the underlying Futures Contract, in the case of a call
option, or a "short" position in the underlying Futures Contract, in the case of
a put option, at a fixed exercise price up to a stated expiration date or, in
the case of certain options, on such date. Upon exercise of the option by the
holder, the contract market clearinghouse establishes a corresponding short
position for the writer of the option, in the case of a call option, or a
corresponding long position in the case of a put option. In the event that an
option is exercised, the parties will be subject to all the risks associated
with the trading of Futures Contracts, such as payment of initial and variation
margin deposits. In addition, the writer of an Option on a Futures Contract,
unlike the holder, is subject to initial and variation margin requirements on
the option position.

A position in an Option on a Futures Contract may be terminated by the purchaser
or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (I.E., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

Options on Futures Contracts that are written or purchased by a Series on U.S.
exchanges are traded on the same contract market as the underlying Futures
Contract, and, like Futures Contracts, are subject to regulation by the
Commodities Futures Trading Commission (the "CFTC") and the performance
guarantee of the exchange clearinghouse. In addition, Options on Futures
Contracts may be traded on foreign exchanges.

A Series may cover the writing of call Options on Futures Contracts (a) through
purchases of the underlying Futures Contract, (b) through ownership of the
instrument, or instruments included in the index, underlying the Futures
Contract, or (c) through the holding of a call on the same Futures Contract and
in the same principal amount as the call written where the exercise price of the
call held (i) is equal to or less than the exercise price of the call written or
(ii) is greater than the exercise price of the call written if the difference is
maintained by the Series in cash or securities in a segregated account with its
custodian. A Series may cover the writing of put Options on Futures Contracts
(a) through sales of the underlying Futures Contract, (b) through segregation of
cash, short-term money market instruments or high quality debt securities in an
amount equal to the value of the security or index underlying the Futures
Contract, or (c) through the holding of a put on the same Futures Contract and
in the same principal amount as the put written where the exercise price of the
put held is equal to or greater than the exercise price of the put written or
where the exercise price of the put held is less than the exercise price of the
put written if the difference is maintained by the Series in cash, short-term
money market instruments or high quality debt securities in a segregated account
with its custodian. Put and call Options on Futures Contracts may also be
covered in such other manner as may be in accordance with the rules of the
exchange on which the option is traded and applicable laws and regulations. Upon
the exercise of a call Option on a Futures Contract written by a Series, the
Series will be required to sell the underlying Futures Contract which, if the
Series has covered its obligation through the purchase of such Contract, will
serve to liquidate its futures position. Similarly, where a put Option on a
Futures Contract written by a Series is exercised, the Series will be required
to purchase the underlying Futures Contract which, if the Series has covered its
obligation through the sale of such Contract, will close out its futures
position.

The writing of a call option on a Futures Contract for hedging purposes
constitutes a partial hedge against declining prices of the securities or other
instruments required to be delivered under the terms of the Futures Contract. If
the futures price at expiration of the option is below the exercise price, a
Series will retain the full amount of the option premium, less related
transaction costs, which provides a partial hedge against any decline that may
have occurred in the Series' portfolio holdings. The writing of a put option on
a Futures Contract constitutes a partial hedge against increasing prices of the
securities or other instruments required to be delivered under the terms of the
Futures Contract. If the futures price at expiration of the option is higher
than the exercise price, a Series will retain the full amount of the option
premium which provides a partial hedge against any increase in the price of
securities which the Series intends to purchase. If a put or call option a
Series has written is exercised, the Series will incur a loss which will be
reduced by the amount of the premium it receives. Depending on the degree of
correlation between changes in the value of its portfolio securities and the
changes in the value of its futures

10
<PAGE>
positions, a Series' losses from existing Options on Futures Contracts may to
some extent be reduced or increased by changes in the value of portfolio
securities.

The Series may purchase Options on Futures Contracts for hedging purposes
instead of purchasing or selling the underlying Futures Contracts. For example,
where a decrease in the value of portfolio securities is anticipated as a result
of a projected market-wide decline or changes in interest or exchange rates, a
Series could, in lieu of selling Futures Contracts, purchase put options
thereon. In the event that such decrease occurs, it may be offset, in whole or
in part, by a profit on the option. Conversely, where it is projected that the
value of securities to be acquired by a Series will increase prior to
acquisition, due to a market advance or changes in interest or exchange rates, a
Series could purchase call Options on Futures Contracts, rather than purchasing
the underlying Futures Contracts.

FORWARD CONTRACTS ON FOREIGN CURRENCY: Each Series may enter into forward
foreign currency exchange contracts for hedging and non-hedging purposes
(collectively, "Forward Contracts"). Forward Contracts may be used for hedging
to attempt to minimize the risk to the Fund from adverse changes in the
relationship between the U.S. dollar and foreign currencies. The Series intend
to enter into Forward Contracts for hedging purposes similar to those described
above in connection with foreign currency futures contracts. In particular, a
Forward Contract to sell a currency may be entered into in lieu of the sale of a
foreign currency futures contract where a Series seeks to protect against an
anticipated increase in the exchange rate for a specific currency which could
reduce the dollar value of portfolio securities denominated in such currency.
Conversely, each of these Series may enter into a Forward Contract to purchase a
given currency to protect against a projected increase in the dollar value of
securities denominated in such currency which the Series intends to acquire.
Each of these Series also may enter into a Forward Contract in order to assure
itself of a predetermined exchange rate in connection with a fixed income
security denominated in a foreign currency. In addition, the Series may enter
into Forward Contracts for "cross hedging" purposes (E.G., the purchase or sale
of a Forward Contract on one type of currency, as a hedge against adverse
fluctuations in the value of a second type of currency).

If a hedging transaction in Forward Contracts is successful, the decline in the
value of portfolio securities or other assets or the increase in the cost of
securities or other assets to be acquired may be offset, at least in part, by
profits on the Forward Contract. Nevertheless, by entering into such Forward
Contracts, each of these Series may be required to forego all or a portion of
the benefits which otherwise could have been obtained from favorable movements
in exchange rates or natural resources prices. The Series do not intend, in most
instances, to hold Forward Contracts entered into until maturity, at which time
they would be required to deliver or accept delivery of the underlying currency,
but will usually seek to close out positions in such contracts by entering into
offsetting transactions, which will serve to fix a Series' profit or loss based
upon the value of the contracts at the time the offsetting transaction is
executed.

The Series may also enter into transactions in Forward Contracts for other than
hedging purposes, which presents greater profit potential but also involves
increased risk. For example, a Series may purchase a given foreign currency
through a Forward Contract if, in the judgment of the Adviser, the value of such
currency is expected to rise relative to the U.S. dollar. Conversely, the Series
may sell the currency through a Forward Contract if the Adviser believes that
its value will decline relative to the dollar.

A Series entering into such transactions will profit if the anticipated
movements in foreign currency exchange rates occurs, which will increase its
gross income. Where exchange rates do not move in the direction or to the extent
anticipated, however, the Series may sustain losses, which will reduce its gross
income. Such transactions, therefore, could be considered speculative and could
involve significant risk of loss.

Each of these Series has established procedures consistent with statements by
the SEC and its staff regarding the use of Forward Contracts by registered
investment companies, which require the use of segregated assets or "cover " in
connection with the purchase and sale of such contracts. In those instances in
which the Series satisfies this requirement through segregation of assets, it
will maintain, in a segregated account, cash, cash equivalents or high-quality
debt securities, which will be marked to market on a daily basis, in an amount
equal to the value of its commitments under Forward Contracts. While these
contracts are not presently regulated by the CFTC, the CFTC may in the future
assert authority to regulate Forward Contracts. In such event, the Series'
ability to utilize Forward Contracts in the manner set forth above may be
restricted.

OPTIONS ON FOREIGN CURRENCIES: Each Series may purchase and write options on
foreign currencies for hedging purposes in a manner similar to that in which
futures contracts on foreign currencies, or Forward Contracts, will be utilized.
For example, a decline in the dollar value of a foreign currency in which
portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such diminutions in the value of portfolio securities,
a Series may purchase put options on the foreign currency. If the value of the
currency does decline, the Series will have the right to sell such currency for
a fixed amount in dollars and will thereby offset, in whole in part, the adverse
effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities
to be acquired are denominated is projected, thereby increasing the cost of such
securities, the Series may purchase call options thereon. The purchase of such
options could offset, at least partially, the effects of the adverse movements
in exchange rates. As in the case of other types of options, however, the
benefit to a Series deriving from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, a Series could sustain losses on transactions in foreign currency
options which would require it to forego a portion or all of the benefits of
advantageous changes in such rates.

Each of these Series may write options on foreign currencies for the same types
of hedging purposes. For example, where the Series anticipates a decline in the
dollar value of foreign-denominated

11
<PAGE>
securities due to adverse fluctuations in exchange rates it could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised, and the
diminution in value of portfolio securities will be offset by the amount of the
premium received.

Similarly, instead of purchasing a call option to hedge against an anticipated
increase in the dollar cost of securities to be acquired, each of these Series
could write a put option on the relevant currency which, if rates move in the
manner projected, will expire unexercised and allow the Series to hedge such
increased cost up to the amount of the premium. Foreign currency options written
by each of these Series will generally be covered in a manner similar to the
covering of other types of options. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and each of these
Series would be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on foreign currencies, each of these Series also may be required to
forego all or a portion of the benefits which might otherwise have been obtained
from favorable movements in exchange rates.

ADDITIONAL RISK FACTORS:
OPTIONS, FUTURES AND FORWARD TRANSACTIONS

RISK OF IMPERFECT CORRELATION OF HEDGING INSTRUMENTS WITH A SERIES'
PORTFOLIO. The Series' ability effectively to hedge all or a portion of their
portfolios through transactions in options, Futures Contracts, Options on
Futures Contracts, Forward Contracts and options on foreign currencies depends
on the degree to which price movements in the underlying index or instrument
correlate with price movements in the relevant portion of the Series'
portfolios. In the case of futures and options based on an index, the portfolio
will not duplicate the components of the index, and in the case of futures and
options on fixed income securities, the portfolio securities which are being
hedged may not be the same type of obligation underlying such contract. The use
of Forward Contracts for "cross hedging" purposes may involve greater
correlation risks. As a result, the correlation probably will not be exact.
Consequently, the Series bear the risk that the price of the portfolio
securities being hedged will not move in the same amount or direction as the
underlying index or obligation.

For example, if a Series purchases a put option on an index and the index
decreases less than the value of the hedged securities, the Series would
experience a loss which is not completely offset by the put option. It is also
possible that there may be a negative correlation between the index or
obligation underlying an option or Futures Contract in which the Series has a
position and the portfolio securities the Series is attempting to hedge, which
could result in a loss on both the portfolio and the hedging instrument. In
addition, a Series may enter into transactions in Forward Contracts or options
on foreign currencies in order to hedge against exposure arising from the
currencies underlying such instruments. In such instances, the Series will be
subject to the additional risk of imper-

fect correlation between changes in the value of the currencies underlying such
forwards or options and changes in the value of the currencies being hedged.

It should be noted that stock index futures contracts or options based upon a
narrower index of securities, such as those of a particular industry group, may
present greater risk than options or futures based on a broad market index. This
is due to the fact that a narrower index is more susceptible to rapid and
extreme fluctuations as a result of changes in the value of a small number of
securities. Nevertheless, where a Series enters into transactions in options, or
futures on narrowly-based indexes for hedging purposes, movements in the value
of the index should, if the hedge is successful, correlate closely with the
portion of the Series' portfolio or the intended acquisitions being hedged.

The trading of Futures Contracts, options and Forward Contracts for hedging
purposes entails the additional risk of imperfect correlation between movements
in the futures or option price and the price of the underlying index or
obligation. The anticipated spread between the prices may be distorted due to
the differences in the nature of the markets such as differences in margin
requirements, the liquidity of such markets and the participation of speculators
in the options, futures and forward markets. In this regard, trading by
speculators in options, futures and Forward Contracts has in the past
occasionally resulted in market distortions, which may be difficult or
impossible to predict, particularly near the expiration of such contracts.

The trading of Options on Futures Contracts also entails the risk that changes
in the value of the underlying Futures Contracts will not be fully reflected in
the value of the option. The risk of imperfect correlation, however, generally
tends to diminish as the maturity date of the Futures Contract or expiration
date of the option approaches.

Further, with respect to options on securities, options on stock indexes,
options on currencies and Options on Futures Contracts, the Series are subject
to the risk of market movements between the time that the option is exercised
and the time of performance thereunder. This could increase the extent of any
loss suffered by a Series in connection with such transactions.

In writing a covered call option on a security, index or futures contract, a
Series also incurs the risk that changes in the value of the instruments used to
cover the position will not correlate closely with changes in the value of the
option or underlying index or instrument. For example, where a Series covers a
call option written on a stock index through segregation of securities, such
securities may not match the composition of the index, and the Series may not be
fully covered. As a result, the Series could be subject to risk of loss in the
event of adverse market movements.

The writing of options on securities, options on stock indexes or Options on
Futures Contracts constitutes only a partial hedge against fluctuations in the
value of a Series' portfolio. When a Series writes an option, it will receive
premium income in return for the holder's purchase of the right to acquire or
dispose of the underlying obligation. In the event that the price of such
obligation does not rise sufficiently above the exercise price of the option, in
the case of a call, or fall below the exercise price, in the case of a

12
<PAGE>
put, the option will not be exercised and the Series will retain the amount of
the premium, less related transaction costs, which will constitute a partial
hedge against any decline that may have occurred in the Series' portfolio
holdings or any increase in the cost of the instruments to be acquired.

Where the price of the underlying obligation moves sufficiently in favor of the
holder to warrant exercise of the option, however, and the option is exercised,
the Series will incur a loss which may only be partially offset by the amount of
the premium it received. Moreover, by writing an option, a Series may be
required to forego the benefits which might otherwise have been obtained from an
increase in the value of portfolio securities or other assets or a decline in
the value of securities or assets to be acquired.

In the event of the occurrence of any of the foregoing adverse market events, a
Series' overall return may be lower than if it had not engaged in the hedging
transactions.

Those Series that may enter transactions in options (except for Options on
Foreign Currencies), Futures Contracts, Options on Futures Contracts and Forward
Contracts for hedging purposes may also enter into such transactions for
non-hedging purposes. Non-hedging transactions in such investments involve
greater risks and may result in losses which may not be offset by increases in
the value of portfolio securities or declines in the cost of securities to be
acquired. The Series will only write covered options, such that cash or
securities necessary to satisfy an option exercise will be segregated at all
times, unless the option is covered in such other manner as may be in accordance
with the rules of the exchange on which the option is traded and applicable laws
and regulations. Nevertheless, the method of covering an option employed by a
Series may not fully protect it against risk of loss and, in any event, the
Series could suffer losses on the option position which might not be offset by
corresponding portfolio gains. Entering into transactions in Futures Contracts,
Options on Futures Contracts and Forward Contracts for other than hedging
purposes could expose the Series to significant risk of loss if foreign currency
exchange rates do not move in the direction or to the extent anticipated.

With respect to the writing of straddles on securities, a Series incurs the risk
that the price of the underlying security will not remain stable, that one of
the options written will be exercised and that the resulting loss will not be
offset by the amount of the premiums received. Such transactions, therefore,
create an opportunity for increased return by providing a Series with two
simultaneous premiums on the same security, but involve additional risk, since
the Series may have an option exercised against it regardless of whether the
price of the security increases or decreases.

RISK OF A POTENTIAL LACK OF A LIQUID SECONDARY MARKET. Prior to exercise or
expiration, a futures or option position can only be terminated by entering into
a closing purchase or sale transaction. This requires a secondary market for
such instruments on the exchange on which the initial transaction was entered
into. While the Series will enter into options or futures positions only if
there appears to be a liquid secondary market therefor, there can be no
assurance that such a market will exist for any particular contracts at any
specific time. In that event, it may not be possible to close out a position
held by a Series, and the Series could be required to purchase or sell the
instrument underlying an option, make or receive a cash settlement or meet
ongoing variation margin requirements. Under such circumstances, if the Series
has insufficient cash available to meet margin requirements, it will be
necessary to liquidate portfolio securities or other assets at a time when it is
disadvantageous to do so. The inability to close out options and futures
positions, therefore, could have an adverse impact on the Series' ability
effectively to hedge their portfolios, and could result in trading losses.

The liquidity of a secondary market in a Futures Contract or option thereon may
be adversely affected by "daily price fluctuation limits," established by
exchanges, which limit the amount of fluctuation in the price of a contract
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures or option positions and requiring
traders to make additional margin deposits. Prices have in the past moved the
daily limit on a number of consecutive trading days.

The trading of Futures Contracts and options is also subject to the risk of
trading halts, suspensions, exchange or clearinghouse equipment failures,
government intervention, insolvency of a brokerage firm or clearinghouse or
other disruptions of normal trading activity, which could at times make it
difficult or impossible to liquidate existing positions or to recover excess
variation margin payments.

MARGIN. Because of low initial margin deposits made upon the opening of a
futures or forward position and the writing of an option, such transactions
involve substantial leverage. As a result, relatively small movements in the
price of the contract can result in substantial unrealized gains or losses.
Where a Series enters into such transactions for hedging purposes, any losses
incurred in connection therewith should, if the hedging strategy is successful,
be offset, in whole or in part, by increases in the value of securities or other
assets held by the Series or decreases in the prices of securities or other
assets the Series intends to acquire. Where a Series enters into such
transactions for other than hedging purposes, the margin requirements associated
with such transactions could expose the Series to greater risk.

TRADING AND POSITION LIMITS. The exchange on which futures and options are
traded may impose limitations governing the maximum number of positions on the
same side of the market and involving the same underlying instrument which may
be held by a single investor, whether acting alone or in concert with others
(regardless of whether such contracts are held on the same or different
exchanges or held or written in one or more accounts or through one or more
brokers). Further, the CFTC and the various contract markets have established
limits referred to as "speculative position limits" on the maximum net long or
net short position which any person may hold or control in a particular futures
or option contract. An exchange may order the liquidation of positions found to
be in violation of these limits and it may impose other sanctions or
restrictions. The Adviser does not believe that these trading and position
limits will have any adverse impact on the strategies for hedging the portfolios
of the Series.

RISKS OF OPTIONS ON FUTURES CONTRACTS. The amount of risk a Series assumes
when it purchases an Option on a Futures Contract is the premium paid for the
option, plus related transaction costs. In

13
<PAGE>
order to profit from an option purchased, however, it may be necessary to
exercise the option and to liquidate the underlying Futures Contract, subject to
the risks of the availability of a liquid offset market described herein. The
writer of an Option on a Futures Contract is subject to the risks of commodity
futures trading, including the requirement of initial and variation margin
payments, as well as the additional risk that movements in the price of the
option may not correlate with movements in the price of the underlying security,
index, currency or Futures Contract.

RISKS OF TRANSACTIONS RELATED TO FOREIGN CURRENCIES AND TRANSACTIONS NOT
CONDUCTED ON U.S. EXCHANGES. Transactions in Forward Contracts on foreign
currencies, as well as futures and options on foreign currencies and
transactions executed on foreign exchanges, are subject to all of the
correlation, liquidity and other risks outlined above. In addition, however,
such transactions are subject to the risk of governmental actions affecting
trading in or the prices of currencies underlying such contracts, which could
restrict or eliminate trading and could have a substantial adverse effect on the
value of positions held by a Series. Further, the value of such positions could
be adversely affected by a number of other complex political and economic
factors applicable to the countries issuing the underlying currencies.

Further, unlike trading in most other types of instruments, there is no
systematic reporting of last sale information with respect to the foreign
currencies underlying contracts thereon. As a result, the available information
on which trading systems will be based may not be as complete as the comparable
data on which a Series makes investment and trading decisions in connection with
other transactions. Moreover, because the foreign currency market is a global,
24-hour market, events could occur in that market which will not be reflected in
the forward, futures or options market until the following day, thereby making
it more difficult for the Series to respond to such events in a timely manner.

Settlements of exercises of over-the-counter Forward Contracts or foreign
currency options generally must occur within the country issuing the underlying
currency, which in turn requires traders to accept or make delivery of such
currencies in conformity with any U.S. or foreign restrictions and regulations
regarding the maintenance of foreign banking relationships, fees, taxes or other
charges.

Unlike transactions entered into by the Series in Futures Contracts and
exchange-traded options, options on foreign currencies, Forward Contracts and
over-the-counter options on securities are not traded on contract markets
regulated by the CFTC or (with the exception of certain foreign currency
options) the SEC. To the contrary, such instruments are traded through financial
institutions acting as market-makers, although foreign currency options are also
traded on certain national securities exchanges, such as the Philadelphia Stock
Exchange and the Chicago Board Options Exchange, subject to SEC regulation. In
an over-the-counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there are no daily
price fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the option writer and a
trader of Forward Contracts could lose amounts substantially in excess of their
initial investments, due to the margin and collateral requirements associated
with such positions.

In addition, over-the-counter transactions can only be entered into with a
financial institution willing to take the opposite side, as principal, of a
Series' position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Series.
Where no such counterparty is available, it will not be possible to enter into a
desired transaction. There also may be no liquid secondary market in the trading
of over-the-counter contracts, and a Series could be required to retain options
purchased or written, or Forward Contracts entered into, until exercise,
expiration or maturity. This in turn could limit the Series' ability to profit
from open positions or to reduce losses experienced, and could result in greater
losses.

Further, over-the-counter transactions are not subject to the guarantee of an
exchange clearinghouse, and a Series will therefore be subject to the risk of
default by, or the bankruptcy of, the financial institution serving as its
counterparty. One or more of such institutions also may decide to discontinue
their role as market-makers in a particular currency or security, thereby
restricting the Series' ability to enter into desired hedging transactions. A
Series will enter into an over-the-counter transaction only with parties whose
creditworthiness has been reviewed and found satisfactory by the Adviser.

Options on securities, options on stock indexes, Futures Contracts, Options on
Futures Contracts and options on foreign currencies may be traded on exchanges
located in foreign countries. Such transactions may not be conducted in the same
manner as those entered into on U.S. exchanges, and may be subject to different
margin, exercise, settlement or expiration procedures. As a result, many of the
risks of over-the-counter trading may be present in connection with such
transactions.

Options on foreign currencies traded on national securities exchanges are within
the jurisdiction of the SEC, as are other securities traded on such exchanges.
As a result, many of the protections provided to traders on organized exchanges
will be available with respect to such transactions. In particular, all foreign
currency option positions entered into on a national securities exchange are
cleared and guaranteed by the Options Clearing Corporation (the "OCC"), thereby
reducing the risk of counterparty default. Further, a liquid secondary market in
options traded on a national securities exchange may be more readily available
than in the over-the-counter market, potentially permitting a Series to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
above, as well as the risks regarding adverse market movements, margining of
options written, the nature of the foreign currency market, possible
intervention by governmental authorities and the effects of other political and
economic events. In addition, exchange-traded options on foreign currencies
involve certain risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must

14
<PAGE>
be made exclusively through the OCC, which has established banking relationships
in applicable foreign countries for this purpose. As a result, the OCC may, if
it determines that foreign governmental restrictions or taxes would prevent the
orderly settlement of foreign currency option exercises, or would result in
undue burdens on the OCC or its clearing member, impose special procedures on
exercise and settlement, such as technical changes in the mechanics of delivery
of currency, the fixing of dollar settlement prices or prohibitions on exercise.

POLICIES ON THE USE OF FUTURES AND OPTIONS ON FUTURES CONTRACTS. In order to
assure that the Series will not be deemed to be a "commodity pool" for purposes
of the Commodity Exchange Act, regulations of the CFTC require that a Series
enter into transactions in Futures Contracts and Options on Futures Contracts
only (i) for BONA FIDE hedging purposes (as defined in CFTC regulations), or
(ii) for non-hedging purposes, provided that the aggregate initial margin and
premiums on such non-hedging positions does not exceed 5% of the liquidation
value of the Series' assets. In addition, the Series must comply with the
requirements of various state securities laws in connection with such
transactions.

Each Series has adopted the additional restriction that it will not enter into a
Futures Contract if, immediately thereafter, the value of securities and other
obligations underlying all such Futures Contracts would exceed 50% of the value
of such Series' total assets. Moreover, a Series will not purchase put and call
options if as a result more than 5% of its total assets would be invested in
such options.

When a Series purchases a Futures Contract, an amount of cash or securities will
be deposited in a segregated account with the Series custodian so that the
amount so segregated will at all times equal the value of the Futures Contract,
thereby insuring that the use of such futures is unleveraged.

RISKS OF INVESTING IN LOWER RATED BONDS

The Total Return Series and the Utilities Series may invest in fixed income
securities rated Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by
Standard & Poor's Ratings Group ("S&P") or Fitch Investor Services, Inc.
("Fitch") and comparable unrated securities. These securities, while normally
exhibiting adequate protection parameters, have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than in the case of
higher grade fixed income securities.

Each of these Series may also invest in fixed income securities rated Ba or
lower by Moody's or BB or lower by S&P or Fitch and comparable unrated
securities (commonly known as "junk bonds") to the extent described in the
Prospectus. No minimum rating standard is required by the Series. These
securities are considered speculative and, while generally providing greater
income than investments in higher rated securities, will involve greater risk of
principal and income (including the possibility of default or bankruptcy of the
issuers of such securities) and may involve greater volatility of price
(especially during periods of economic uncertainty or change) than securities in
the higher rating categories and because yields vary over time, no specific
level of income can ever be assured. These lower rated high yielding fixed
income securities generally tend to reflect economic changes (and the outlook
for economic growth), short-term corporate and industry developments and the
market's perception of their credit quality (especially during times of adverse
publicity) to a greater extent than higher rated securities which react
primarily to fluctuations in the general level of interest rates (although these
lower rated fixed income securities are also affected by changes in interest
rates). In the past, economic downturns or an increase in interest rates have,
under certain circumstances, caused a higher incidence of default by the issuers
of these securities and may do so in the future, especially in the case of
highly leveraged issuers. The prices for these securities may be affected by
legislative and regulatory developments. The market for these lower rated fixed
income securities may be less liquid than the market for investment grade fixed
income securities. Furthermore, the liquidity of these lower rated securities
may be affected by the market's perception of their credit quality. Therefore,
the Adviser's judgment may at times play a greater role in valuing these
securities than in the case of investment grade fixed income securities, and it
also may be more difficult during times of certain adverse market conditions to
sell these lower rated securities to meet redemption requests or to respond to
changes in the market.

While the Adviser may refer to ratings issued by established credit rating
agencies, it is not the Series' policy to rely exclusively on ratings issued by
these rating agencies, but rather to supplement such ratings with the Adviser's
own independent and ongoing review of credit quality. To the extent the Series
invests in these lower rated securities, the achievement of its investment
objectives may be more dependent on the Adviser's own credit analysis than in
the case of a fund investing in higher quality fixed income securities. These
lower rated securities may also include zero coupon bonds, deferred interest
bonds and PIK bonds.

FOREIGN SECURITIES

Each Series may invest in dollar-denominated and non dollar-denominated foreign
securities. As discussed in the Prospectus, investing in foreign securities
generally represents a greater degree of risk than investing in domestic
securities due to possible exchange rate fluctuations, less publicly available
information, more volatile markets, less securities regulation, less favorable
tax provisions, war or expropriation. As a result of its investments in foreign
securities, the Series may receive interest or dividend payments, or the
proceeds of the sale or redemption of such securities,in the foreign currencies
in which such securities are denominated. Under certain circumstances, such as
where the Adviser believes that the applicable exchange rate is unfavorable at
the time the currencies are received or the Adviser anticipates, for any other
reason, that the exchange rate will improve, the Series may hold such currencies
for an indefinite period of time. While the holding of currencies will permit
the Series to take advantage of favorable movements in the applicable exchange
rate, such strategy also exposes the Series to risk of loss if exchange rates
move in a direction adverse to the Series' position. Such losses could reduce
any profits or increase any losses sustained by the Series from the sale or
redemption of securities and could reduce the dollar value of interest or
dividend payments received.

15
<PAGE>
AMERICAN DEPOSITARY RECEIPTS

Each Series may invest in American Depositary Receipts ("ADRs"), which are
certificates issued by a U.S. depositary (usually a bank) and represent a
specified quantity of shares of an underlying non-U.S. stock on deposit with a
custodian bank as collateral. ADRs may be sponsored or unsponsored. A sponsored
ADR is issued by a depository which has an exclusive relationship with the
issuer of the underlying security. An unsponsored ADR may be issued by any
number of U.S. depositories. The Series may invest in either type of ADR.
Although the U.S. investor holds a substitute receipt of ownership rather than
direct stock certificates, the use of the depositary receipts in the United
States can reduce costs and delays as well as potential currency exchange and
other difficulties. The Series may purchase securities in local markets and
direct delivery of these ordinary shares to the local depository of an ADR agent
bank in the foreign country. Simultaneously, the ADR agents create a certificate
which settles at the Series' custodian in five days. The Series may also execute
trades on the U.S. markets using existing ADRs. A foreign issuer of the security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly the information available to
a U.S. investor will be limited to the information the foreign issuer is
required to disclose in its own country and the market value of an ADR may not
reflect undisclosed material information concerning the issuer of the underlying
security. ADRs may also be subject to exchange rate risks if the underlying
foreign securities are denominated in foreign currency.

PORTFOLIO TRADING

The Total Return Series and the Utilities Series expect to have a portfolio
turnover rate of 66% and 115%, respectively, during the current fiscal year.
-------------------

A Series' limitations, policies and ratings restrictions are adhered to at the
time of purchase or utilization of assets; a subsequent change in circumstances
will not be considered to result in a violation of policy.

3. INVESTMENT RESTRICTIONS

Each Series has adopted the following restrictions which cannot be changed
without the approval of the holders of a majority of the Series' shares (which,
as used in this Statement of Additional Information, means the lesser of (i)
more than 50% of the outstanding shares of the Trust or a Series, as applicable,
or (ii) 67% or more of the outstanding shares of the Trust or a Series, as
applicable, present at a meeting if holders of more than 50% of the outstanding
shares of the Trust or a Series, as applicable, are represented in person or by
proxy). Except for Investment Restriction (1), these investment restrictions and
policies are adhered to at the time of purchase or utilization of assets; a
subsequent change in circumstances will not be considered to result in a
violation of any of the restrictions.

The Trust, on behalf of any Series, may not:

(1) borrow amounts in excess of 33 1/3% of its assets including amounts
borrowed and then only as a temporary measure for extraordinary or emergency
purposes;

(2) underwrite securities issued by other persons except insofar as the
Series may technically be deemed an underwriter under the Securities Act of
1933, as amended (the "1933 Act") in selling a portfolio security;

(3) purchase or sell real estate (including limited partnership interests
but excluding securities secured by real estate or interests therein and
securities of companies, such as real estate investment trusts, which deal in
real estate or interests therein), interests in oil, gas or mineral leases,
commodities or commodity contracts (excluding currencies and any type of
option, Futures Contracts and Forward Contracts) in the ordinary course of its
business. The Series reserves the freedom of action to hold and to sell real
estate, mineral leases, commodities or commodity contracts (including
currencies and any type of option, Futures Contracts and Forward Contracts)
acquired as a result of the ownership of securities;

(4) issue any senior securities except as permitted by the 1940 Act. For
purposes of this restriction, collateral arrangements with respect to any type
of swap, option, Forward Contracts and Futures Contracts and collateral
arrangements with respect to initial and variation margin are not deemed to be
the issuance of a senior security;

(5) make loans to other persons. For these purposes, the purchase of
commercial paper, the purchase of a portion or all of an issue of debt
securities, the lending of portfolio securities, or the investment of the
Series' assets in repurchase agreements, shall not be considered the making of
a loan; or

(6) purchase any securities of an issuer of a particular industry, if as a
result, more than 25% of its gross assets would be invested in securities of
issuers whose principal business activities are in the same industry (except
(i) there is no limitation with respect to obligations issued or guaranteed by
the U.S. Government or its agencies and instrumentalities and repurchase
agreements collateralized by such obligations, and (ii) the Utilities Series
will invest at least 25% of its gross assets in the utilities industry).

In addition, each Series has adopted the following nonfundamental policies which
may be changed by the vote of the Trust's Board of Trustees without shareholder
approval. The Trust, on behalf of any Series, will not:

(1) invest in illiquid investments, including securities subject to legal or
contractual restrictions on resale or for which there is no readily available
market (e.g., trading in the security is suspended, or, in the case of
unlisted securities, where no market exists) if more than 15% of the Series'
assets (taken at market value) would be invested in such securities.
Repurchase agreements maturing in more than seven days will be deemed to be
illiquid for purposes of the Series' limitation on investment in illiquid
securities. Securities that are not registered under the 1933 Act and sold in
reliance on Rule 144A thereunder, but are determined to be liquid by the
Trust's Board of Trustees (or its delegee), will not be subject to this 15%
limitation;

16
<PAGE>
(2) purchase securities issued by any other investment company in excess of
the amount permitted by the 1940 Act, except when such purchase is part of a
plan of merger or consolidation;

(3) purchase any securities or evidences of interest therein on margin,
except that the Series may obtain such short-term credit as may be necessary
for the clearance of any transaction and except that the Series may make
margin deposits in connection with any type of swap, option, Futures Contracts
and Forward Contracts;

(4) sell any security which the Series does not own unless by virtue of its
ownership of other securities the Series has at the time of sale a right to
obtain securities without payment of further consideration equivalent in kind
and amount to the securities sold and provided that if such right is
conditional, the sale is made upon the same conditions;

(5) pledge, mortgage or hypothecate in excess of 33 1/3% of its gross
assets. For purposes of this restriction, collateral arrangements with respect
to any type of swap, option, Futures Contracts and Forward Contracts and
payments of initial and variation margin in connection therewith, are not
considered a pledge of assets;

(6) purchase or sell any put or call option or any combination thereof,
provided that this shall not prevent the purchase, ownership, holding or sale
of (i) warrants where the grantor of the warrants is the issuer of the
underlying securities or (ii) put or call options or combinations thereof with
respect to securities, indices of securities, swaps, foreign currencies and
Futures Contracts;

(7) invest for the purpose of exercising control or management;

(8) hold obligations issued or guaranteed by any one U.S. Governmental
agency or instrumentality, at the end of any calendar quarter (or within 30
days thereafter), to the extent such holdings would cause the Series to fail
to comply with the diversification requirements imposed by Section 817(h) of
the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury
regulations issued thereunder on segregated asset accounts that fund variable
contracts.

In addition, as nonfundamental policies which may be changed by vote of the
Trust's Board of Trustees: (i) each Series, to the extent that it invests in
foreign securities (excluding ADRs), will be invested in a minimum of five
different foreign countries at all times, provided that this minimum is reduced
to four when foreign country investments comprise less than 80% of the Series'
net assets, to three when less than 60% of such value, to two when less than 40%
of such value, and to one when less than 20% of such value; (ii) no Series will
have more than 20% of its net assets invested in securities of issuers located
in any one foreign country, provided that a Series may have up to 35% of its net
assets invested in securities of issuers located in Australia, Canada, France,
Japan, the United Kingdom or West Germany; and (iii) no Series may borrow
amounts in excess of 10% of its net assets when borrowing for any general
purpose or in excess of 25% of net assets when borrowing as a temporary measure
to facilitate redemptions.

4. MANAGEMENT OF THE TRUST

The Board of Trustees of the Trust provides broad supervision over the affairs
of each Series. MFS is responsible for the investment management of each Series'
assets and the officers of the Trust are responsible for its operations. The
Trustees and officers of the Trust are listed below, together with their
principal occupations during the past five years. (Their titles may have varied
during that period.)

TRUSTEES

- -- A. KEITH BRODKIN* Chairman; Massachusetts Financial Services Company,
Chairman.

- -- NELSON J. DARLING, JR. Director or Trustee of several corporations or trusts,
including: Eastern Enterprises (diversified holding company), Trustee.
Address: 18 Tremont Street, Boston, Massachusetts

- -- WILLIAM R. GUTOW Private Investor; Real Estate Consultant; Capitol
Entertainment (Blockbuster Video Franchise), Senior Vice President.
Address: 3102 Maple Avenue, #100, Dallas, Texas

OFFICERS

- -- W. THOMAS LONDON* Treasurer; Massachusetts Financial Services Company, Senior
Vice President and Assistant Treasurer.

- -- STEPHEN E. CAVAN* Secretary and Clerk; Massachusetts Financial Services
Company, Senior Vice President, General Counsel and Assistant Secretary.

- -- JAMES R. BORDEWICK, JR.* Assistant Secretary; Massachusetts Financial
Services Company, Vice President and Associate General Counsel (since
September 1990); associated with a major law firm (prior to August 1990).

- -- JAMES O. YOST* Assistant Treasurer; Massachusetts Financial Services Company,
Vice President.
- --------------
*"Interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Adviser, whose address is 500 Boylston Street,
Boston, Massachusetts 02116.

Mr. Brodkin and each officer hold comparable positions with certain affiliates
of MFS or with certain other funds of which MFS or a subsidiary is the
investment adviser or distributor. Messrs. Brodkin and Cavan are the Chairman
and the Secretary, respectively, of MFD and hold similar positions with certain
other MFS affiliates.

As of December 31, 1994, Massachusetts Financial Service Company Inc., 500
Boylston Street, Boston, Massachusetts 02116-3740 was the owner of approximately
30% of the outstanding shares of the World Governments Series.

As of December 31, 1994, Century Life of America on behalf of its Century
Variable Annuity Account, 2000 Heritage Way, Waverly, Iowa 50677-9208 was the
owner of approximately 69% of the outstanding shares of the World Governments
Series.

17
<PAGE>
The Trust pays the compensation of non-interested Trustees (who will receive a
fee of $217 per year per series, plus $100 per meeting and committee meeting
attended per series together with such trustee's out-of-pocket expenses).

Set forth in Exhibit A hereto is certain information concerning the cash
compensation paid to non-interested Trustees.

The Declaration of Trust provides that the Trust will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with the Trust, unless,
as to liabilities of the Trust or its shareholders, it is finally adjudicated
that they engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in their offices, or with respect to
any matter, unless it is adjudicated that they did not act in good faith in the
reasonable belief that their actions were in the best interest of the Trust. In
the case of settlement, such indemnification will not be provided unless it has
been determined pursuant to the Declaration of Trust, that such officers or
Trustees have not engaged in willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties.

INVESTMENT ADVISER

MFS and its predecessor organizations have a history of money management dating
from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.), which in turn is a
subsidiary of Sun Life Assurance Company of Canada, ("Sun Life").

INVESTMENT ADVISORY AGREEMENT

MFS manages the assets of each Series pursuant to an Investment Advisory
Agreement with the Trust on behalf of each Series dated as of April 14, 1994
(the "Advisory Agreement"). MFS provides the Series with overall investment
advisory and administrative services, as well as general office facilities.
Subject to such policies as the Trustees may determine, MFS makes investment
decisions for the Series. For these services and facilities, the Adviser
receives an annual management fee, computed and paid monthly, as disclosed in
the Prospectus under the heading "Management of the Series."

For the Fund's fiscal year ended December 31, 1994, MFS received management fees
from the World Governments Series under the Advisory Agreement of $7,604 and
assumed $36,473 of the World Governments Series expenses, see "Expenses" in the
prospectus.

In order to comply with the expense limitations of certain state securities
commissions, MFS will reduce its management fee or otherwise reimburse a Series
for any expenses, exclusive of interest, taxes and brokerage commissions,
incurred by the Series in any fiscal year to the extent such expenses exceed the
most restrictive of such state expense limitations. MFS will make appropriate
adjustments to such reductions and reimbursements in response to any amendment
or rescission of the various state requirements.

MFS pays the compensation of the Trust's officers and of any Trustee who is an
officer of MFS. MFS also furnishes at its own expense all necessary
administrative services, including office space, equipment, clerical personnel,
investment advisory facilities, and all executive and supervisory personnel
necessary for managing each Series' investments, effecting its portfolio
transactions and, in general, administering its affairs.

The Advisory Agreement with the Trust will remain in effect until August 1,
1995, and will continue in effect thereafter with respect to any Series only if
such continuance is specifically approved at least annually by the Board of
Trustees or by vote of a majority of the Series' shares (as defined in
"Investment Restrictions") and, in either case, by a majority of the Trustees
who are not parties to the Advisory Agreement or interested persons of any such
party. The Advisory Agreement terminates automatically if it is assigned and may
be terminated with respect to any Series without penalty by vote of a majority
of the Series' shares (as defined in "Investment Restrictions") or by either
party on not more than 60 days' nor less than 30 days' written notice. The
Advisory Agreement with respect to each Series provides that if MFS ceases to
serve as the investment adviser to the Series, the Series will change its name
so as to delete the term "MFS" and that MFS may render services to others and
may permit other fund clients to use the term "MFS" in their names. The Advisory
Agreement also provides that neither MFS nor its personnel shall be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution and management of the
Series, except for willful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the Advisory Agreement.

CUSTODIAN

Investors Bank & Trust Company (the "Custodian") is the custodian of the Trust's
assets. The Custodian's responsibilities include safekeeping and controlling
each Series' cash and securities, handling the receipt and delivery of
securities, determining income and collecting interest and dividends on a
Series' investments, maintaining books of original entry for portfolio and fund
accounting and other required books and accounts, and calculating the daily net
asset value of shares of the Series. The Custodian does not determine the
investment policies of the Series or decide which securities the Series will buy
or sell. Each Series may, however, invest in securities of the Custodian and may
deal with the Custodian as principal in securities transactions. The Custodian
has contracted with MFS for MFS to perform certain accounting functions related
to certain transactions for which the Adviser receives remuneration on a cost
basis. State Street Bank and Trust Company serves as the dividend and
distribution disbursing agent of the Series.

SHAREHOLDER SERVICING AGENT

MFS Service Center, Inc. (the "Shareholder Servicing Agent"), a wholly owned
subsidiary of MFS and a registered transfer agent, is each Series' shareholder
servicing agent, pursuant to a Shareholder Servicing Agent Agreement with the
Trust on behalf of the Series, dated as of April 14, 1994 (the "Agency
Agreement"). The Shareholder Servicing Agent's responsibilities under the Agency
Agreement include administering and performing transfer agent functions and the
keeping of records in connection with the issuance, transfer and redemption of
shares of the Series. For these services, the Shareholder Servicing Agent will
receive a fee based on the net assets of each Series, computed and paid monthly.
In addition, the Shareholder Servicing Agent will be reimbursed by a Series for
certain expenses incurred by the Shareholder Servicing Agent on behalf of the
Series. For the fiscal year ended December 31, 1994, the World Governments
Series incurred fees of $992

18
<PAGE>
under the Agency Agreement. State Street Bank and Trust Company, the dividend
and distribution disbursing agent for the Series, has contracted with the
Shareholder Servicing Agent to administer and perform certain dividend and
distribution disbursing functions for the Series.

DISTRIBUTOR

MFD, a wholly owned subsidiary of MFS, serves as the distributor for the
continuous offering of shares of the Trust pursuant to a Distribution Agreement
dated as of April 14, 1994 (the "Distribution Agreement").

As agent, MFD currently offers shares of each Series on a continuous basis to
the separate accounts of Participating Insurance Companies in all states in
which the Series or the Trust may from time to time be registered or where
permitted by applicable law. The Distribution Agreement provides that MFD
accepts orders for shares at net asset value as no sales commission or load is
charged. MFD has made no firm commitment to acquire shares of any Series.

The Distribution Agreement will remain in effect until August 1, 1995 and will
continue in effect thereafter only if such continuance is specifically approved
at least annually by the Board of Trustees or by vote of a majority of the
Trust's shares (as defined in "Investment Restrictions") and in either case, by
a majority of the Trustees who are not parties to such Distribution Agreement or
interested persons of any such party. The Distribution Agreement terminates
automatically if it is assigned and may be terminated without penalty by either
party on not more than 60 days' nor less than 30 days' notice.

5. PORTFOLIO TRANSACTIONS AND BROKERAGE
COMMISSIONS

Specific decisions to purchase or sell securities for a Series are made by
employees of MFS, who are appointed and supervised by its senior officers.
Changes in a Series' investments are reviewed by the Trust's Board of Trustees.
A Series' portfolio manager may serve other clients of MFS or any subsidiary of
MFS in a similar capacity.

The primary consideration in placing portfolio security transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. MFS has complete freedom as to the markets in and the broker-dealers
through which it seeks this result. MFS attempts to achieve this result by
selecting broker-dealers to execute portfolio transactions on behalf of the
Series and other clients of MFS on the basis of their professional capability,
the value and quality of their brokerage services, and the level of their
brokerage commissions. In the case of securities, such as fixed income
securities, which are principally traded in the over-the-counter market on a net
basis through dealers acting for their own account and not as brokers (where no
stated commissions are paid but the prices include a dealer's markup or
markdown), MFS normally seeks to deal directly with the primary market makers,
unless in its opinion, better prices are available elsewhere. In the case of
securities purchased from underwriters, the cost of such securities generally
includes a fixed underwriting commission or concession. Securities firms or
futures commission merchants may receive brokerage commissions on transactions
involving options, Futures Contracts and Options on Futures Contracts and the
purchase and sale of underlying securities upon exercise of options. The
brokerage commissions associated with buying and selling options may be
proportionately higher than those associated with general securities
transactions. From time to time, soliciting dealer fees are available to MFS on
the tender of a Series' portfolio securities in so-called tender or exchange
offers. Such soliciting dealer fees are in effect recaptured for the Series by
MFS. At present no other recapture arrangements are in effect.

Under the Advisory Agreements and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, as amended, MFS may cause a Series to pay a
broker-dealer which provides brokerage and research services to MFS an amount of
commission for effecting a securities transaction for a Series in excess of the
amount other broker-dealers would have charged for the transaction if MFS
determines in good faith that the greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction or MFS's
overall responsibilities to the Series or to its other clients. Not all of such
services are useful or of value in advising a Series.

The term "brokerage and research services" includes advice as to the value of
securities, the advisability of purchasing or selling securities, and the
availability of purchasers or sellers of securities; furnishing analyses and
reports concerning issues, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts; and effecting securities
transactions and performing functions incidental thereto such as clearance and
settlement.

Although commissions paid on every transaction will, in the judgment of MFS, be
reasonable in relation to the value of the brokerage services provided,
commissions exceeding those which another broker might charge may be paid to
broker-dealers who were selected to execute transactions on behalf of the
Series' and MFS's other clients in part for providing advice as to the
availability of purchasers or sellers of securities and services in effecting
securities transactions and performing functions incidental thereto such as
clearance and settlement.

Broker-dealers may be willing to furnish statistical, research and other factual
information or services ("Research") to MFS for no consideration other than
brokerage or underwriting commissions. Securities may be bought or sold through
such broker-dealers, but at present, unless otherwise directed by a Series, a
commission higher than one charged elsewhere will not be paid to such a firm
solely because it provided Research to MFS. The Trustees (together with the
Trustees of the other MFS Funds) have directed MFS to allocate a total of
$20,000 of commission business from the various MFS Funds to the Pershing
Division of Donaldson, Lufkin & Jenrette as consideration for the annual renewal
of the Lipper Directors' Analytical Data Service (which provides information
useful to the Trustees in reviewing the relationship between each Fund and MFS).

The investment management personnel of MFS attempt to evaluate the quality of
Research provided by brokers. Results of this effort are sometimes used by MFS
as a consideration in the selection of brokers to execute portfolio
transactions. However, MFS is unable

19
<PAGE>
to quantify the amount of commissions which will be paid as a result of such
Research because a substantial number of transactions will be effected through
brokers which provide Research but which were selected principally because of
their execution capabilities.

The management fee that each Series pays to MFS will not be reduced as a
consequence of the receipt of brokerage and research services by MFS. To the
extent a Series' portfolio transactions are used to obtain such services, the
brokerage commissions paid by the Series will exceed those that might otherwise
be paid, by an amount which cannot be presently determined. Such services would
be useful and of value to MFS in serving both a Series and other clients and,
conversely, such services obtained by the placement of brokerage business of
other clients would be useful to MFS in carrying out its obligations to the
Series. While such services are not expected to reduce the expenses of MFS, MFS
would, through use of the services, avoid the additional expenses which would be
incurred if it should attempt to develop comparable information through its own
staff.

In certain instances there may be securities which are suitable for a Series'
portfolio as well as for that of one or more of the other clients of MFS.
Investment decisions for a Series and for such other clients are made with a
view to achieving their respective investment objectives. It may develop that a
particular security is bought or sold for only one client even though it might
be held by, or bought or sold for, other clients. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling that same security. Some simultaneous transactions are inevitable
when several clients receive investment advice from the same investment adviser,
particularly when the same security is suitable for the investment objectives of
more than one client. When two or more clients are simultaneously engaged in the
purchase or sale of the same security, the securities are allocated among
clients in a manner believed to be equitable to each. It is recognized that in
some cases this system could have a detrimental effect on the price or volume of
the security as far as a Series is concerned. In other cases, however, it is
believed that a Series' ability to participate in volume transactions will
produce better executions for the Series.

6. TAX STATUS

Shares of the Series are offered only to the separate accounts of the
Participating Insurance Companies that fund Contracts. See the applicable
Contract prospectus for a discussion of the special taxation of those companies
with respect to those accounts and of the Contract holders.

Each Series of the Trust intends to elect and qualify each year for treatment as
a "regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code") by meeting all applicable requirements of
Subchapter M, including requirements as to the nature of each Series' gross
income, the amount of each Series' distributions, and the composition and
holding period of each Series' portfolio assets. Because each Series intends to
distribute all of its net investment income and net realized capital and foreign
currency gains to shareholders in accordance with the timing and certain other
requirements imposed by the Code, it is not expected that any of the Series will
be required to pay any federal income or excise taxes, although a Series which
has foreign-source income may be subject to foreign withholding taxes. If any of
the Series should fail to qualify as a "regulated investment company" in any
year, that Series would incur a regular corporate federal income tax upon its
taxable income.

Each Series intends to comply with the diversification requirements imposed by
section 817(h) of the Code and the regulations thereunder. These requirements,
which are in addition to the diversification requirements of Subchapter M, place
certain limitations on the proportion of each Series' assets that may be
represented by any single investment and securities from the same issuer. If a
Series should fail to comply with these requirements, variable annuity and
variable life insurance contracts that invest in the Series would not be treated
as annuity, endowment or life insurance contracts under the Code.

Distributions of net capital gains, whether made in cash or in additional
shares, are taxable to shareholders as long-term capital gains without regard to
the length of time the shareholders have held their shares. Certain
distributions of a Series which are declared in October, November, or December,
and paid the following January, will be taxable to shareholders as if received
on December 31 of the year in which they are declared.

Any investment by a Series in zero coupon bonds, deferred interest bonds,
payment-in-kind bonds, certain stripped securities, and certain securities
purchased at a market discount will cause the Series to realize income prior to
the receipt of cash payments with respect to those securities. In order to
distribute this income and avoid a tax on the Series, the Series may be required
to liquidate portfolio securities that it might otherwise have continued to
hold, potentially resulting in additional taxable gain or loss to the series.

The Series' transactions in options, Futures Contracts, Forward Contracts,
foreign currencies, swaps and related transactions, to the exent allowed by its
investment objectives, will be subject to special tax rules that may affect the
amount, timing, and character of Series income and distributions to
shareholders. For example, certain positions held by a Series on the last
business day of each taxable year will be marked to market (I.E., treated as if
closed out) on such day, and any gain or loss associated with the positions,
will be treated as 60% long-term and 40% short-term capital gain or loss.
Certain positions held by a Series that substantially diminish its risk of loss
with respect to other positions in its portfolio may constitute "straddles," and
may be subject to special tax rules that would cause deferral of Series losses,
adjustments in the holding periods of Series securities, and conversion of
short-term into long-term capital losses. Certain tax elections exist for
straddles which may alter the effects of these rules. Each Series will limit its
activities in options, Futures Contracts, Forward Contracts and foreign
currencies to the extent necessary to meet the requirements of Subchapter M of
the Code.

Special tax considerations apply with respect to foreign investments of a
series. Foreign exchange gains and losses realized by the Series will generally
be treated as ordinary income and losses. Use of foreign currencies for
non-hedging purposes may be limited

20
<PAGE>
in order to avoid a tax on a Series. Investment by a Series in certain "passive
foreign investment companies" may also be limited in order to avoid a tax on the
Series.

Investment income received by a Series from sources within foreign countries may
be subject to foreign income taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that may entitle a Series
to a reduced rate of tax or an exemption from tax on such income; the Series'
intend to qualify for treaty reduced rates where available. It is impossible,
however, to determine a Series effective rate of foreign tax in advance since
the amount of the Series' assets to be invested within various countries is not
known.

7. NET INCOME AND DISTRIBUTIONS

Each of the Series intends to distribute to its shareholders annually dividends
substantially equal to all of its net investment income. Each of these Series'
net investment income consists of non-capital gain income less expenses. Such
Series' intend to distribute net realized short- and long-term capital gains, if
any, at least annually. Shareholders will be informed of the tax consequences of
such distributions, including whether any portion represents a return of
capital, after the end of each calendar year. (For additional taxation
information, see "Tax Status" above.)

8. DETERMINATION OF NET ASSET VALUE;
PERFORMANCE INFORMATION

NET ASSET VALUE

Securities, futures contracts and options in a Series' portfolio (other than
short-term obligations) for which the principal market is one or more securities
or commodities exchanges will be valued at the last reported sale price or at
the settlement price prior to the determination (or if there has been no current
sale, at the closing bid price) on the primary exchange on which such
securities, futures contracts or options are traded; but if a securities
exchange is not the principal market for securities, such securities will, if
market quotations are readily available, be valued at current bid prices, unless
such securities are reported on the NASDAQ system, in which case they are valued
at the last sale price or, if no sales occurred during the day, at the last
quoted bid price. Debt securities (other than short-term obligations but
including listed issues) in each of these Series' portfolio are valued on the
basis of valuations furnished by a pricing service which utilizes both
dealer-supplied valuations and electronic data processing techniques which take
into account appropriate factors such as institutional-sized trading in similar
groups of securities, yields, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities.
Short-term obligations, if any, in a Series' portfolio are valued at amortized
cost, which constitutes fair value as determined by the Board of Trustees.
Short-term securities with a remaining maturity in excess of 60 days will be
valued based upon dealer supplied valuations. Portfolio securities and
over-the-counter options, for which there are no quotations or valuations are
valued at fair value as determined in good faith by or at the direction of the
Board of Trustees.

PERFORMANCE INFORMATION

TOTAL RATE OF RETURN -- Each Series will calculate its total rate of return of
its shares for certain periods by determining the average annual compounded
rates of return over those periods that would cause an investment of $1,000
(made with all distributions reinvested) to reach the value of that investment
at the end of the periods. Each Series may also calculate total rates of return
which represent aggregate performance over a period or year-by-year performance.
The aggregate total rate of return for shares of the World Governments Series
for the period June 14, 1994 (commencement of investment operations) to December
31, 1994 was 0.79%. The aggregate total rate of return would have been lower had
fee waivers not been in effect.

YIELD -- Any yield quotation for a Series is based on the annualized net
investment income per share of that Series for the 30-day period. The yield for
such a Series is calculated by dividing its net investment income earned during
the period by the offering price per share of that Series on the last day of the
period. The resulting figure is then annualized. Net investment income per share
is determined by dividing (i) the dividends and interest of that Series during
the period, minus accrued expenses of that Series for the period by (ii) the
average number of shares of that Series entitled to receive dividends during the
period multiplied by the offering price per share on the last day of the period.
The yield calculations for shares of the World Governments Series for the 30-day
period ended December 31, 1994 was 5.23% taking into account all fee waivers and
4.35% without any fee waivers.

From time to time each Series may, as appropriate, quote fund rankings or
reprint all or a portion of evaluations of fund performance and operations
appearing in various independent publications, including but not limited to the
following: Money, Fortune, U.S. News and World Report, Kiplinger's Personal
Finance, The Wall Street Journal, Barron's, Investors Business Daily, Newsweek,
Financial World, Financial Planning, Investment Advisor, USA Today, Pensions and
Investments, SmartMoney, Forbes, Global Finance, Registered Representative,
Institutional Investor, the Investment Company Institute, Johnson's Charts,
Morningstar, Lipper Analytical Services, Inc., Variable Annuity Research Data
Service, CDA Wiesenberger, Shearson Lehman and Salomon Bros. Indices, Ibbotson,
Business Week, Lowry Associates, Media General, Investment Company Data, The New
York Times, Your Money, Strangers Investment Advisor, Financial Planning on Wall
Street, Standard and Poor's, Individual Investor, THE 100 BEST MUTUAL FUNDS YOU
CAN BUY, by Gordon K. Williamson, Consumer Price Index, and Sanford C. Bernstein
& Co. Series' performance may also be compared to the performance of other
mutual funds tracked by financial or business publications or periodicals.

The Series may also quote evaluations mentioned in independent radio or
television broadcasts.

21
<PAGE>
From time to time the Series may use charts and graphs to illustrate the past
performance of various indices such as those mentioned above.

MFS FIRSTS: MFS has a long history of innovations.

- -- 1924 -- Massachusetts Investors Trust is established as the first mutual fund
in America.

- -- 1924 -- Massachusetts Investors Trust is the first fund to make full public
disclosure of its operations in shareholder reports.

- -- 1932 -- One of the first internal research departments is established to
provide in-house analytical capability for an investment management firm.

- -- 1933 -- Massachusetts Investors Trust is the first mutual fund to register
under the 1933 Act.

- -- 1936 -- Massachusetts Investors Trust is the first mutual fund to let
shareholders take capital gain distributions either in additional shares or
in cash.

- -- 1976 -- MFS-Registered Trademark- Municipal Bond Fund is among the first
municipal bond funds established.

- -- 1979 -- Spectrum becomes the first combination fixed/variable annuity with no
initial sales charge.

- -- 1981 -- MFS-Registered Trademark- World Governments Fund is established as
America's first globally diversified fixed income mutual fund.

- -- 1984 -- MFS-Registered Trademark- Municipal High Income Fund is the first
mutual fund to seek high tax-free income from lower-rated municipal
securities.

- -- 1986 -- MFS-Registered Trademark- Managed Sectors Fund becomes the first
mutual fund to target and shift investments among industry sectors for
shareholders.

- -- 1986 -- MFS-Registered Trademark- Municipal Income Trust is the first
closed-end, high-yield municipal bond fund traded on the New York Stock
Exchange.

- -- 1987 -- MFS-Registered Trademark- Multimarket Income Trust is the first
closed-end, multimarket high income fund listed on the New York Stock
Exchange.

- -- 1989 -- MFS-Registered Trademark- Regatta becomes America's first
non-qualified market value adjusted fixed/variable annuity.

- -- 1990 -- MFS-Registered Trademark- World Total Return Fund is the first global
balanced fund.

- -- 1993 -- MFS-Registered Trademark- World Growth Fund is the first global
emerging markets fund to offer the expertise of two sub-advisers.

- -- 1993 -- MFS becomes money manager of MFS-Registered Trademark- Union Standard
Trust, the first mutual fund to invest solely in companies deemed to be
union-friendly by an advisory board of senior labor officials senior managers
of companies with significant labor contracts, academics and other national
labor leaders or experts.

9. DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The Trust's Declaration of Trust permits the Trustees of the Trust to issue an
unlimited number of full and fractional Shares of Beneficial Interest (without
par value) of one or more separate series and to divide or combine the shares of
any series into a greater or lesser number of shares without thereby changing
the proportionate beneficial interests in that series. The Trustees have
currently authorized shares of the twelve series. The Declaration of Trust
further authorizes the Trustees to classify or reclassify any series of shares
into one or more classes. The Trustees have no current intention to classify
more than one class of shares. Each share of a Series represents an equal
proportionate interest in the assets of the Series. Upon liquidation of a
Series, shareholders of the Series are entitled to share PRO RATA in the net
assets of the Series available for distribution to shareholders. The Trust
reserves the right to create and issue additional series or classes of shares,
in which case the shares of each class would participate equally in the
earnings, dividends and assets allocable to that class of the particular series.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to meetings of shareholders.
Although Trustees are not elected annually by the shareholders, shareholders
have under certain circumstances the right to remove one or more Trustees in
accordance with the provisions of Section 16(c) of the 1940 Act. No material
amendment may be made to the Declaration of Trust without the affirmative vote
of a majority of the Trust's shares. Shares have no pre-emptive or conversion
rights. Shares are fully paid and non-assessable. The Trust may enter into a
merger or consolidation, or sell all or substantially all of its assets (or all
or substantially all of the assets belonging to any series of the Trust), if
approved by the vote of the holders of two-thirds of the Trust's outstanding
shares voting as a single class, or of the affected series of the Trust, as the
case may be, except that if the Trustees of the Trust recommend such merger,
consolidation or sale, the approval by vote of the holders of a majority of the
Trust's or the affected series' outstanding shares (as defined in "Investment
Restrictions") will be sufficient. The Trust or any series of the Trust may also
be terminated (i) upon liquidation and distribution of its assets, if approved
by the vote of the holders of two-thirds of its outstanding shares, or (ii) by
the Trustees by written notice to the shareholders of the Trust of the affected
series. If not so terminated, the Trust will continue indefinitely.

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and provides for indemnification
and reimbursement of expenses out of Trust property for any shareholder held
personally liable for the obligations of the Trust. The Declaration of Trust
also provides that it shall maintain appropriate insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Trust, its shareholders, Trustees, officers, employees and agents covering
possible tort or other liabilities. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which both inadequate insurance existed and the Trust itself was unable to
meet its obligations.

22
<PAGE>
The Declaration of Trust further provides that obligations of the Trust are not
binding upon the Trustees individually but only upon the property of the Trust
and that the Trustees will not be liable for any action or failure to act, but
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office.

10. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Deloitte & Touche LLP are the Trust's independent certified public accountants.
With respect to the Total Return Series and the Utilities Series, the Statements
of Assets and Liabilities at December 31, 1994, the Notes thereto and the
Independent Auditors' Report dated February 3, 1995 have been included in this
Statement of Additional Information in reliance upon the report of Deloitte and
Touche LLP, independent certified public accountants, as experts in accounting
and auditing. With respect to the World Governments Series, the Portfolio of
Investments at December 31, 1994, the Statement of Assets and Liabilities at
December 31, 1994, the Statement of Operations for the period ended December 31,
1994, the Statement of Changes in Net Assets for the period ended December 31,
1994, the Notes to Financial Statements and the Independent Auditors' Report,
each of which is included in the Annual Report to shareholders of the World
Governments Series, are incorporated by reference into this Statement of
Additional Information and have been so incorporated in reliance upon the report
of Deloitte & Touche LLP, independent certified public accountants, as experts
in accounting and auditing. A copy of the World Governments Series' Annual
Report accompanies this Statement of Additional Information.

23
<PAGE>
MFS TOTAL RETURN SERIES
MFS UTILITIES SERIES
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

<TABLE>
<CAPTION>
MFS
TOTAL MFS
RETURN UTILITIES
SERIES SERIES
------ ---------
<S> <C> <C>
Assets:
Cash............................................ $2,796 $ 2,796
Deferred organization expenses.................. 5,985 5,985
------ ---------
Total assets.................................. $8,781 $ 8,781

Liabilities:
Accrued expenses................................ 181 181
------ ---------
Net assets.................................... $8,600 $ 8,600
------ ---------
Net Asset Value, Redemption Price and Offering
Price Per Share of Beneficial Interest
(860 shares outstanding for each Series)........ $10.00 $ 10.00
------ ---------
<FN>

NOTES:

(1) The MFS Total Return Series and MFS Utilities Series are each series of MFS
Variable Insurance Trust (the "Trust") which was organized on February 1,
1994 as a business trust under the laws of The Commonwealth of
Massachusetts. The Trust currently consists of twelve series of shares or
funds (the "Series"). The MFS Total Return Series and MFS Utilities Series
have each been inactive since that date except for matters relating to their
organization and the Trust's registration as an investment company under the
Investment Company Act of 1940 and the sale of 860 shares of beneficial
interest of each of the MFS Total Return Series and MFS Utilities Series
(the "initial shares") to Massachusetts Financial Services Company.
(2) Organization expenses are being deferred and will be amortized over five
years beginning with the commencement of investment operations. The amount
paid by the MFS Total Return Series and MFS Utilities Series on any
redemption by Massachusetts Financial Services Company, or any current
holder of the initial shares, will be reduced by the pro rata portion of any
unamortized organization expenses which the number of initial shares
redeemed bears to the total number of initial shares outstanding of that
Series immediately prior to such redemption.
</TABLE>

24
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholders of
MFS Variable Insurance Trust
MFS Total Return Series
MFS Utilities Series

We have audited the accompanying statements of assets and liabilities of MFS
Total Return Series and MFS Utilities Series (the "Series") (two of the series
comprising the MFS Variable Insurance Trust (the "Trust")) as of December 31,
1994. These financial statements are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of assets and liabilities are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits of the statements
of assets and liabilities provide a reasonable basis for our opinion.

In our opinion, such statements of assets and liabilities present fairly, in all
material respects, the financial position of each of the respective Series at
December 31, 1994 in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Boston, Massachusetts
February 3, 1995

25
<PAGE>
EXHIBIT A

TRUSTEE COMPENSATION TABLE

<TABLE>
<CAPTION>
TRUSTEE FEES TRUSTEE FEES FROM
FROM EACH SERIES
WORLD OTHER THAN TOTAL TRUSTEE FEES
GOVERNMENTS WORLD GOVERNMENTS FROM THE FUND
NAME OF TRUSTEE SERIES (1) SERIES (1) COMPLEX (2)
- ---------------------------------------- ---------------- ----------------- -------------------
<S> <C> <C> <C>
William R. Gutow........................ $517 $417 $10,618
Nelson J. Darling....................... $517 $417 $10,618
<FN>

NOTES:

(1) For fiscal year ended December 31, 1994.
(2) Information provided is for calendar year ended December 31, 1994. All
Trustees served as Trustees of 16 funds advised by MFS (having aggregate net
assets at December 31, 1994, of approximately $143 million).
</TABLE>

26
<PAGE>
INVESTMENT ADVISER
Massachusetts Financial Services Company
500 Boylston Street, Boston, MA 02116
(800)-637-8730

DISTRIBUTOR
MFS Fund Distributors, Inc.
500 Boylston Street, Boston, MA 02116
CUSTODIAN
Investors Bank & Trust Company
89 South Street, Boston, Massachusetts 02110

DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

SHAREHOLDER SERVICING AGENT
MFS Service Center, Inc.
500 Boylston Street, Boston, MA 02116
Toll free: (800) 637-8730
MAILING ADDRESS
P.O. Box 1400, Boston, MA 02104-9985
INDEPENDENT ACCOUNTANTS
Deloitte & Touche LLP
125 Summer Street, Boston, MA 02110

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES-SM-
MFS-REGISTERED TRADEMARK- UTILITIES SERIES-SM-
MFS-REGISTERED TRADEMARK- WORLD GOVERNMENTS SERIES-SM-
500 Boylston Street
Boston, MA 02116

LOGO