MFS VARIABLE INSURANCE TRUST
497, 1999-05-10
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[MFS LOGO]

WE INVENTED THE MUTUAL FUND[RegTM]

     MFS[RegTM] VARIABLE INSURANCE TRUST[SM]


     MAY 1, 1999
                                                                     Prospectus

     MFS[RegTM] EMERGING GROWTH SERIES

     MFS[RegTM] CAPITAL OPPORTUNITIES SERIES

     MFS[RegTM] GROWTH WITH INCOME SERIES

     MFS[RegTM] NEW DISCOVERY SERIES

     MFS[RegTM] GROWTH SERIES

     MFS[RegTM] TOTAL RETURN SERIES

     MFS[RegTM] HIGH INCOME SERIES

     MFS[RegTM] GLOBAL EQUITY SERIES

- --------------------------------------------------------------------------------
This Prospectus describes eight of the series of the MFS Variable Insurance
Trust (referred to as the trust):


1. MFS Emerging Growth Series seeks to provide long-term growth of capital
   (referred to as the Emerging Growth Series);

2. MFS Capital Opportunities Series seeks capital appreciation (referred to as
   the Capital Opportunities Series);

3. MFS Growth With Income Series seeks to provide reasonable current income and
   long-term growth of capital and income (referred to as the Growth With
   Income Series);

4. MFS New Discovery Series seeks capital appreciation (referred to as the New
   Discovery Series);

5. MFS Growth Series seeks to provide long-term growth of capital and future
   income rather than current income (referred to as the Growth Series);

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

7. MFS High Income Series seeks high current income by investing primarily in a
   professionally managed diversified portfolio of fixed income securities,
   some of which may involve equity features (referred to as the High Income
   Series); and

8. MFS Global Equity Series seeks capital appreciation (referred to as the
   Global Equity Series);

The Securities and Exchange Commission has not approved the series' shares or
determined whether this prospectus is accurate or complete. Anyone who tells
you otherwise is committing a crime.

<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     Page
<S>   <C>                                                           <C>
I     Expense Summary ............................................   1

II    Risk Return Summary ........................................   3

      1. Emerging Growth Series ..................................   3

      2. Capital Opportunities Series ............................   5

      3. Growth With Income Series ...............................   8

      4. New Discovery Series ....................................  10

      5. Growth Series ...........................................  12

      6. Total Return Series .....................................  14

      7. High Income Series ......................................  18

      8. Global Equity Series ....................................  21

III   Certain Investment Strategies and Risks ....................  23

IV    Management of the Series ...................................  23

V     Description of Shares ......................................  23

VI    Other Information ..........................................  24

VII   Financial Highlights .......................................  25

      Appendix A -- Investment Techniques and Practices ..........  A-1
</TABLE>

<PAGE>

   The trust offers shares of its 15 series to separate accounts established
   by insurance companies in order to serve as investment vehicles for
   variable annuity and variable life insurance contracts and to qualified
   pension and retirement plans. Each of these series is managed by
   Massachusetts Financial Services Company (referred to as MFS or the
   adviser). Eight of these series are described below.


I  EXPENSE SUMMARY
      
[arrow] Expense Table

        This table describes the expense that you may pay when you hold shares
        of the series. These fees and expenses do not take into account the fees
        and expenses imposed by insurance companies through which your
        investment in a series may be made.

        Annual Series Operating Expenses (expenses that are deducted from a
        series' assets):

<TABLE>
<CAPTION>
                                                                                             Growth
                                                          Emerging          Capital           With              New
                                                           Growth        Opportunities       Income          Discovery
                                                           Series           Series           Series           Series
                                                         ----------   ------------------   ----------   ------------------
<S>                                                          <C>              <C>              <C>              <C>
   Management Fee ....................................       0.75%            0.75%            0.75%            0.90%
   Other Expenses(1) .................................       0.10%            0.36%            0.13%            4.32%
                                                             ----            -----             ----            -----
   Total Annual Series Operating Expenses(1) .........       0.85%            1.11%            0.88%            5.22%
    Expense Reimbursement ............................         --            (0.09)%(2)          --            (4.05)%(2)
                                                             ----            -----             ----            -----
    Net Expenses(1) ..................................       0.85%            1.02%            0.88%            1.17%
</TABLE>


<TABLE>
<CAPTION>
                                                                                 Total        High            Global
                                                               Growth           Return       Income           Equity
                                                               Series           Series       Series           Series
                                                         ------------------   ----------   ----------   ------------------
<S>                                                             <C>               <C>          <C>          <C>
   Management Fee ....................................           0.75%            0.75%        0.75%            1.00%
   Other Expenses(1) .................................           3.28%            0.16%        0.28%            3.28%
                                                                -----             ----         ----            -----
   Total Annual Series Operating Expenses(1) .........           4.03%            0.91%        1.03%            4.28%
    Expense Reimbursement ............................          (3.03)%(2)          --           --            (3.03)%(2)
                                                                -----             ----         ----            -----
    Net Expenses(1) ..................................           1.00%            0.91%        1.03%            1.25%
</TABLE>

   -----------
   (1) Each series has an expense offset arrangement which reduces the series'
       custodian fee based upon the amount of cash maintained by the series with
       its custodian and dividend disbursing agent. Each series may enter into
       other such arrangements and directed brokerage arrangements, which would
       also have the effect of reducing the series' expenses. Expenses do not
       take into account these expense reductions, and are therefore higher than
       the actual expenses of the series.
   (2) MFS has contractually agreed to bear expenses for these series, subject
       to reimbursement by these series, such that each such series' "Other
       Expenses" shall not exceed 0.25% of the average daily net assets of the
       series during the current fiscal year. The payments made by MFS on behalf
       of each series under this arrangement are subject to reimbursement by the
       series to MFS, which will be accomplished by the payment of an expense
       reimbursement fee by the series to MFS computed and paid monthly at a
       percentage of the series' average daily net assets for its then current
       fiscal year, with a limitation that immediately after such payment the
       series' "Other Expenses" will not exceed the percentage set forth above
       for that series. The obligation of MFS to bear a series' "Other Expenses"
       pursuant to this arrangement, and the series' obligation to pay the
       reimbursement fee to MFS, terminates on the earlier of the date on which
       payments made by the series' equal the prior payment of such reimbursable
       expenses by MFS, or December 31, 2004 (May 1, 2001, in the case of the
       New Discovery Series and May 1, 2002 in the case of the Growth Series and
       the Global Equity Series). MFS may, in its discretion, terminate this
       contractual arrangement at an earlier date, provided that the arrangement
       will continue for each series until at least May 1, 2000, unless
       terminated with the consent of the board of trustees which oversees the
       series.


[arrow] Example of Expenses

        These examples are intended to help you compare the cost of investing in
        the series with the cost of investing in other mutual funds. These 
        examples do not take into account the fees and expenses imposed by
        insurance companies through which your investment in a series may be
        made.

        The examples assume that:

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

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

        o The series' operating expenses remain the same.


                                       1
<PAGE>

     Although your actual costs may be higher or lower, under these assumptions
your costs would be:

<TABLE>
<CAPTION>
                                                     Period
                                  --------------------------------------------
Series                              1 Year    3 Years     5 Years    10 Years
- --------------------------------- --------- ----------- ----------- ----------
<S>                                   <C>       <C>         <C>        <C>
   Emerging Growth Series             $ 87      $  271      $  471     $1,049
   Capital Opportunities Series        104         344         603      1,344
   Growth With Income Series            90         281         488      1,084
   New Discovery Series                119       1,201       2,278      4,949
   Growth Series                       102         948          --         --
   Total Return Series                  93         290         504      1,120
   High Income Series                  105         328         569      1,259
   Global Equity Series                127       1,022          --         --
</TABLE>


                                        2
<PAGE>

II  RISK RETURN SUMMARY

     Investment strategies which are common to all series are described under
   the caption "Certain Investment Strategies."


        1: Emerging Growth Series
        ........................................................................
[arrow] Investment Objective

        The series' investment objective is long term growth of capital. The
        series' objective may be changed without shareholder approval.

[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 65% of its
        total assets in common stocks and related securities, such as preferred
        stocks, convertible securities and depositary receipts for those
        securities, of emerging growth companies. Emerging growth companies are
        companies which MFS believes are either:

        o early in their life cycle but which have the potential to become major
          enterprises, or

        o major enterprises whose rates of earnings growth are expected to
          accelerate because of special factors, such as rejuvenated management,
          new products, changes in consumer demand, or basic changes in the
          economic environment.

        Emerging growth companies may be of any size, and MFS would expect these
        companies to have products, technologies, management, markets and
        opportunities which will facilitate earnings growth over time that is
        well above the growth rate of the overall economy and the rate of
        inflation. The series' investments may include securities listed on a
        securities exchange or traded in the over-the-counter markets.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Emerging Growth Risk: Prices of securities react to the economic
          condition of the company that issued the security. The series' equity
          investments in an issuer may rise and fall based on the issuer's
          actual and anticipated earnings, changes in management and the
          potential for takeovers and acquisitions. Investments in emerging
          growth companies may be subject to more abrupt or erratic market
          movements and may involve greater risks than investments in other
          companies. Emerging growth companies often:

              [arrow] have limited product lines, markets and financial
                       resources

              [arrow] are dependent on management by one or a few key
                      individuals

              [arrow] have shares which suffer steeper than average price
                      declines after disappointing earnings reports and are more
                      difficult to sell at satisfactory prices

        o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve
          risks in addition to those associated with transactions in securities
          traded on exchanges. OTC-listed companies may have limited product
          lines, markets or financial resources. Many OTC stocks trade less
          frequently and in smaller volume than exchange-listed stocks. The
          values of these stocks may be more volatile than exchange-listed
          stocks, and the series may experience difficulty in establishing or
          closing out positions in these stocks at prevailing market prices.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


                                        3
<PAGE>

[arrow] Bar Chart and Performance Table

        The bar chart and performance table below are intended to indicate some
        of the risks of investing in the series by showing changes in the
        series' performance over time. The performance table also shows how the
        series performance over time compares with that of one or more broad
        measures of market performance. The chart and table provide past
        performance information. The series' past performance does not
        necessarily indicate how the series will perform in the future. The
        returns shown do not reflect fees and charges imposed under the variable
        annuity and life insurance contracts through which an investment may be
        made. If these fees and charges were included, they would reduce these
        returns.


        Bar Chart

        The bar chart shows changes in the annual total returns of the series'
        shares for each calendar year since they were first offered, assuming
        the reinvestment of distributions.


[BAR CHART]

                 1996          1997          1998

                 17.02%        21.90%        34.16%

[END OF BAR CHART]

           During the period shown in the bar chart, the highest quarterly
        return was 27.04% (for the calendar quarter ended December 31, 1998)
        and the lowest quarterly return was (13.11)% (for the calendar quarter
        ended September 30, 1998).


        Performance Table

        This table shows how the average annual total returns of the series'
        shares compares to a broad measure of market performance and various
        other market indicators and assumes the reinvestment of distributions.


        Average Annual Total Returns as of December 31, 1998
        .......................................................................

<TABLE>
<CAPTION>
                                                      1 Year             Life
<S>                                                   <C>               <C>
   Emerging Growth Series*                             34.16%           +26.55%

   Russell 2000 Total Return Index**+                  -2.55%           +12.03%

   Standard & Poor's 500 Composite Index**++          +28.58%           +28.16%
</TABLE>

   -----------
   *     "Life" refers to the period from the commencement of the series'
         investment operations, July 24, 1995, through December 31, 1998.
   **    Source: CDA/Wiesenberger. "Life" refers to the period from August 1,
         1995, through December 31, 1998.
   +     The Russell 2000 Total Return Index is a broad based, unmanaged index
         comprised of 2,000 of the smallest U.S.-domiciled company common
         stocks (on the basis of capitalization) that are traded in the United
         States on the New York Stock Exchange, the American Stock Exchange,
         and Nasdaq.
   ++    The Standard & Poor's 500 Composite Index is a broad based, unmanaged
         index of common stock total return performance.


[arrow] Portfolio Manager

        John W. Ballen, President of MFS, has been employed by the Adviser as a
        portfolio manager since 1984. Mr. Ballen has been the series' portfolio
        manager since its inception. Toni Y. Shimura, a Vice President of MFS,
        has been employed by the Adviser as a portfolio manager since 1987. Ms.
        Shimura became portfolio manager of the series on November 30, 1995.


                                        4
<PAGE>

        2: Capital Opportunities Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is capital appreciation. The series'
        objective may be changed without shareholder approval.


[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 65% of its
        total assets in common stocks and related securities, such as preferred
        stocks, convertible securities and depositary receipts for those
        securities. The series focuses on companies which MFS believes have
        favorable growth prospectus and attractive valuations based on current
        and expected earnings or cash flow. The series' investments may include
        securities listed on a securities exchange or traded in the
        over-the-counter markets.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.

        The series may invest in foreign securities (including emerging market
        securities), through which it may have exposure to foreign currencies.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Company Risk: Prices of securities react to the economic condition of
          the company that issued the security. The series' equity investments
          in an issuer may rise and fall based on the issuer's actual and
          anticipated earnings, changes in management and the potential for
          takeovers and acquisitions.

        o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve
          risks in addition to those associated with transactions in securities
          traded on exchanges. OTC-listed companies may have limited product
          lines, markets or financial resources. Many OTC stocks trade less
          frequently and in smaller volume than exchange-listed stocks. The
          values of these stocks may be more volatile than exchange-listed
          stocks, and the series may experience difficulty in establishing or
          closing out positions in these stocks at prevailing market prices.

        o Foreign Securities Risk: Investments in foreign securities involve
          risks relating to political, social and economic developments abroad,
          as well as risks resulting from the differences between the
          regulations to which U.S. and foreign issuers and markets are subject:

              [arrow] These risks may include the seizure by the government of
                      company assets, excessive taxation, withholding taxes on
                      dividends and interest, limitations on the use or transfer
                      of portfolio assets, and political or social instability.

              [arrow] Enforcing legal rights may be difficult, costly and slow
                      in foreign countries, and there may be special problems
                      enforcing claims against foreign governments.

              [arrow] Foreign companies may not be subject to accounting
                      standards or governmental supervision comparable to U.S.
                      companies, and there may be less public information about
                      their operations.

              [arrow] Foreign markets may be less liquid and more volatile than
                      U.S. markets.

              [arrow] Foreign securities often trade in currencies other than
                      the U.S. dollar, and the series may directly hold foreign
                      currencies and purchase and sell foreign currencies
                      through forward exchange contracts. Changes in currency
                      exchange rates will affect the series' net asset value,
                      the value of dividends and interest earned, and gains and
                      losses realized on the sale of securities. An increase in
                      the strength of the U.S. dollar relative to these other
                      currencies may cause the value of the series to decline.
                      Certain foreign currencies may be particularly volatile,
                      and foreign governments may intervene in the currency
                      markets, causing a decline in value or liquidity in the
                      series' foreign currency holdings. By entering into
                      forward foreign currency exchange contracts, the series
                      may be required to forego the benefits of advantageous
                      changes in exchange rates and, in the case of forward
                      contracts entered into for the purpose of increasing
                      return, the series may sustain losses


                                        5
<PAGE>

                      which will reduce its gross income. Forward foreign
                      currency exchange contracts involve the risk that the
                      party with which the series enters the contract may fail
                      to perform its obligations to the series.

        o Emerging Markets Risk: Emerging markets are generally defined as
          countries in the initial stages of their industrialization cycles with
          low per capita income. Investments in emerging markets securities
          involve all of the risks of investments in foreign securities, and
          also have additional risks:

              [arrow] All of the risks of investing in foreign securities are
                      heightened by investing in emerging markets countries.

              [arrow] The markets of emerging markets countries have been more
                      volatile than the markets of developed countries with more
                      mature economies. These markets often have provided
                      significantly higher or lower rates of return than
                      developed markets, and significantly greater risks, to
                      investors.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table below are intended to indicate some
        of the risks of investing in the series by showing changes in the
        series' performance over time. The performance table also shows how the
        series performance over time compares with that of one or more broad
        measures of market performance. The chart and table provide past
        performance information. The series' past performance does not
        necessarily indicate how the series will perform in the future. The
        returns shown do not reflect fees and charges imposed under the variable
        annuity and life insurance contracts through which an investment may be
        made. If these fees and charges were included, they would reduce these
        returns.


        Bar Chart

        The bar chart shows changes in the annual total returns of the series'
        shares for each calendar year since they were first offered, assuming
        the reinvestment of distributions.


[BAR CHART]

                          1997            1998

                          26.47%          26.80%

[END OF BAR CHART]


          During the period shown in the bar chart, the highest quarterly return
        was 24.04% (for the calendar quarter ended December 31, 1998) and the
        lowest quarterly return was (13.91)% (for the calendar quarter ended
        September 30, 1998).


                                        6
<PAGE>

        Performance Table

        This table shows how the average annual total returns of the series'
        shares compares to a broad measure of market performance and assumes the
        reinvestment of distributions.


        Average Annual Total Returns as of December 31, 1998
        ........................................................................

<TABLE>
<CAPTION>
                                                        1 Year          Life
   <S>                                                  <C>            <C>
   Capital Opportunities Series*                        26.80%         26.33%

   Standard & Poor's 500 Composite Index **++           28.58%         28.16%
</TABLE>

   -----------
   *     "Life" refers to the period from the commencement of the series'
         investment operations on August 4, 1996, through December 31, 1998.
   ++    Source: CDA/Wiesenberger. "Life" refers to the period from September
         1, 1996, through December 31, 1998.
   **    The Standard & Poor's 500 Composite Index is a broad based, unmanaged
         index of common stock total return performance.


[arrow] Portfolio Manager

        Maura A. Shaughnessy, a Senior Vice President of the Adviser, has been
        employed as a portfolio manager by the Adviser since 1991. Ms.
        Shaughnessy has been the series' portfolio manager since February 24,
        1999.


                                        7
<PAGE>

        3: Growth With Income Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is to provide reasonable current income
        and long-term growth of capital and income. The series' objective may be
        changed without shareholder approval.


[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 65% of its
        total assets in common stocks and related securities, such as preferred
        stocks, convertible securities and depositary receipts for those
        securities. These securities may be listed on a securities exchange or
        traded in the over-the-counter markets. While the series may invest in
        companies of any size, the series generally focuses on companies with
        larger market capitalizations that MFS believes have sustainable growth
        prospects and attractive valuations based on current and expected
        earnings or cash flow.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.

        The series may invest in foreign securities a broad measure of market
        performance and may have exposure to foreign currencies.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objectives, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Company Risk: Prices of securities react to the economic condition of
          the company that issued the security. The series' equity investments
          in an issuer may rise and fall based on the issuer's actual and
          anticipated earnings, changes in management and the potential for
          takeovers and acquisitions.

        o Large Cap Companies Risk: Large cap companies tend to go in and out of
          favor based on market and economic conditions. Large cap companies
          tend to be less volatile than companies with smaller market
          capitalizations. In exchange for this potentially lower risk, the
          series' value may not rise as much as the value of series that
          emphasize smaller cap companies.

        o Foreign Markets Risk: Investing in foreign securities involves risks
          relating to political, social and economic developments abroad, as
          well as risks resulting from the differences between the regulations
          to which U.S. and foreign issuers and markets are subject:

              [arrow] These risks may include the seizure by the government of
                      company assets, excessive taxation, withholding taxes on
                      dividends and interest, limitations on the use or transfer
                      of portfolio assets, and political or social instability.

              [arrow] Enforcing legal rights may be difficult, costly and slow
                      in foreign countries, and there may be special problems
                      enforcing claims against foreign governments.

              [arrow] Foreign companies may not be subject to accounting
                      standards or governmental supervision comparable to U.S.
                      companies, and there may be less public information about
                      their operations.

              [arrow] Foreign markets may be less liquid and more volatile than
                      U.S. markets.

              [arrow] Foreign securities often trade in currencies other than
                      the U.S. dollar, and the series may directly hold foreign
                      currencies and purchase and sell foreign currencies
                      through forward exchange contracts. Changes in currency
                      exchange rates will affect the series' net asset value,
                      the value of dividends and interest earned, and gains and
                      losses realized on the sale of securities. An increase in
                      the strength of the U.S. dollar relative to these other
                      currencies may cause the value of the series to decline.
                      Certain foreign currencies may be particularly volatile,
                      and foreign governments may intervene in the currency
                      markets, causing a decline in value or liquidity in the
                      series' foreign currency holdings. By entering into
                      forward foreign currency exchange contracts, the series
                      may be required to


                                        8
<PAGE>

                      forego the benefits of advantageous changes in exchange
                      rates and, in the case of forward contracts entered into
                      for the purpose of increasing return, the series may
                      sustain losses which will reduce its gross income. Forward
                      foreign currency exchange contracts involve the risk that
                      the party with which the series enters the contract may
                      fail to perform its obligations to the series.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table below are intended to indicate some
        of the risks of investing in the series by showing changes in the
        series' performance over time. The performance table also shows how the
        series performance over time compares with that of one or more broad
        measures of market performance. The chart and table provide past
        performance information. The series' past performance does not
        necessarily indicate how the series will perform in the future. The
        returns shown do not reflect fees and charges imposed under the variable
        annuity and life insurance contracts through which an investment may be
        made. If these fees and charges were included, they would reduce these
        returns.


        Bar Chart

        The bar chart shows changes in the annual total returns of the series'
        shares for each calendar year since they were first offered, assuming
        the reinvestment of distributions.


[BAR CHART]

                   1996          1997          1998

                   24.46%        29.78%        22.32%

[END OF BAR CHART]

          During the period shown in the bar chart, the highest quarterly return
        was 18.29% (for the calendar quarter ended December 31, 1998) and the
        lowest quarterly return was (10.95)% (for the calendar quarter ended
        September 30, 1998).


        Performance Table

        This table shows how the average annual total returns of the series'
        shares compares to a broad measure of market performance and assumes the
        reinvestment of distributions.


        Average Annual Total Returns as of December 31, 1998
        ........................................................................

<TABLE>
<CAPTION>
                                                        1 Year             Life
<S>                                                     <C>               <C>
        Growth With Income Series*                      22.32%            25.98%

        Standard & Poor's 500 Composite Index **++      28.58%            28.16%
</TABLE>

   ------------
   *   "Life" refers to the period from the commencement of the series'
       investment operations on October 9, 1995, through December 31, 1998.
   ++  Source: CDA/Wiesenberger. "Life" refers to the period from November 1,
       1995, through December 31, 1998.
   **  The Standard & Poor's 500 Composite Index is a broad based, unmanaged
       index of common stock total return performance.


[arrow] Portfolio Manager

        John D. Laupheimer, a Senior Vice President of the Adviser, has been
        employed by the Adviser as a portfolio manager since 1981. Mr.
        Laupheimer has been the series' portfolio manager since its inception.
        Mitchell D. Dynan, a Senior Vice President of the Adviser, has been
        employed as a portfolio manager since 1986. Mr. Dynan has been the
        series' portfolio manager since May 1, 1999.


                                        9
<PAGE>

        4: New Discovery Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is capital appreciation. The series'
        objective may be changed without shareholder approval.

[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 65% of its
        total assets in equity securities of emerging growth companies. Equity
        securities include common stocks and related securities, such as
        preferred stocks, convertible securities and depositary receipts for
        those securities. Emerging growth companies are companies which MFS
        believes offer superior prospects for growth and are either:

        o early in their life cycle but which have the potential to become major
          enterprises, or

        o major enterprises whose rates of earnings growth are expected to
          accelerate because of special factors, such as rejuvenated management,
          new products, changes in consumer demand, or basic changes in the
          economic environment.

        While emerging growth companies may be of any size, the series will
        generally focus on smaller cap emerging growth companies that are early
        in their life cycle. MFS would expect these companies to have products,
        technologies, management, markets and opportunities which will
        facilitate earnings growth over time that is well above the growth rate
        of the overall economy and the rate of inflation. The series'
        investments in emerging growth companies may include securities listed
        on a securities exchange or traded in the over-the-counter markets.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Company Risk: Prices of securities react to the economic condition of
          the company that issued the security. The series' equity investments
          in an issuer may rise and fall based on the issuer's actual and
          anticipated earnings, changes in management and the potential for
          takeovers and acquisitions.

        o Emerging Growth Companies Risk: Investments in emerging growth
          companies may be subject to more abrupt or erratic market movements
          and may involve greater risks than investments in other companies.
          Emerging growth companies often:

              [arrow] have limited product lines, markets and financial
                      resources

              [arrow] are dependent on management by one or a few key
                      individuals

              [arrow] have shares which suffer steeper than average price
                      declines after disappointing earnings reports and are more
                      difficult to sell at satisfactory prices

        o Small Cap Companies Risk: Investments in small cap companies tend to
          involve more risk and be more volatile than investments in larger
          companies. Small cap companies may be more susceptible to market
          declines because of their limited product lines, financial and
          management resources, markets and distribution channels. Their shares
          may be more difficult to sell at satisfactory prices during market
          declines.

        o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve
          risks in addition to those associated with transactions in securities
          traded on exchanges. OTC listed companies may have limited product
          lines, markets or financial resources. Many OTC stocks trade less
          frequently and in smaller volume than exchange listed stocks. The
          values of these stocks may be more volatile than exchange listed
          stocks, and the series may experience difficulty in purchasing or
          selling these securities at a fair price.

        o As with any mutual fund, you could lose money on your investment in
          the series.


                                       10

<PAGE>

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table are not included because the series
        did not have a full calendar year of operations on December 31, 1998.

[arrow] Portfolio Manager

        Brian E. Stack, a Senior Vice President of the Adviser, has been
        employed by the Adviser as a portfolio manager since 1993. Mr. Stack has
        been the series' portfolio manager since its inception.




                                       11
<PAGE>

        5: Growth Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is to provide long-term growth of
        capital and future income rather than current income. The series'
        objective may be changed without shareholder approval.


[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 80% of its
        total assets in common stocks and related securities, such as preferred
        stocks, convertible securities and depositary receipts for those
        securities, of companies which MFS believes offer better than average
        prospects for long-term growth.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.

        In managing the series, MFS seeks to purchase securities of companies
        which MFS considers well-run and poised for growth. MFS looks
        particularly for companies which demonstrate:

        o a strong franchise, strong cash flows and a recurring revenue stream

        o a strong industry position, where there is

              [arrow] potential for high profit margins

              [arrow] substantial barriers to new entry in the industry

        o a strong management with a clearly defined strategy

        o new products or services

        The series may invest in foreign securities through which it may have
        exposure to foreign currencies.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Growth Companies Risk: Prices of growth company securities held by the
          series may fall to a greater extent than the overall equity markets
          (e.g., as represented by the Standard and Poor's Composite 500 Index)
          due to changing economic, political or market conditions or
          disappointing growth company earnings results.

        o Foreign Securities Risk: Investments in foreign securities involve
          risks relating to political, social and economic developments abroad,
          as well as risks resulting from the differences between the
          regulations to which U.S. and foreign issuers and markets are subject:

              [arrow] These risks may include the seizure by the government of
                      company assets, excessive taxation, withholding taxes on
                      dividends and interest, limitations on the use or transfer
                      of portfolio assets, and political or social instability.

              [arrow] Enforcing legal rights may be difficult, costly and slow
                      in foreign countries, and there may be special problems
                      enforcing claims against foreign governments.

              [arrow] Foreign companies may not be subject to accounting
                      standards or governmental supervision comparable to U.S.
                      companies, and there may be less public information about
                      their operations.

              [arrow] Foreign markets may be less liquid and more volatile than
                      U.S. markets.


                                       12
<PAGE>

              [arrow] Foreign securities often trade in currencies other than
                      the U.S. dollar, and the series may directly hold foreign
                      currencies and purchase and sell foreign currencies
                      through forward exchange contracts. Changes in currency
                      exchange rates will affect the series' net asset value,
                      the value of dividends and interest earned, and gains and
                      losses realized on the sale of securities. An increase in
                      the strength of the U.S. dollar relative to these other
                      currencies may cause the value of the series to decline.
                      Certain foreign currencies may be particularly volatile,
                      and foreign governments may intervene in the currency
                      markets, causing a decline in value or liquidity in the
                      series' foreign currency holdings. By entering into
                      forward foreign currency exchange contracts, the series
                      may be required to forego the benefits of advantageous
                      changes in exchange rates and, in the case of forward
                      contracts entered into for the purpose of increasing
                      return, the series may sustain losses which will reduce
                      its gross income. Forward foreign currency exchange
                      contracts involve the risk that the party with which the
                      series enters the contract may fail to perform its
                      obligations to the series.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table are not included because the series
        had not commenced investment operations as of December 31, 1998.


[arrow] Portfolio Manager

        Stephen Pesek, a Vice President of the Adviser, has been employed as a
        portfolio manager by the Adviser since 1994. Mr. Pesek has been the
        series portfolio manager since its inception.



                                       13
<PAGE>

   6: Total Return Series
   ............................................................................

[arrow] Investment Objectives

        The series' investment objective is primarily to provide above-average
        income (compared to a portfolio invested entirely in equity securities)
        consistent with the prudent employment of capital. Its secondary
        objective is to provide reasonable opportunity for growth of capital and
        income. The series' objectives may be changed without shareholder
        approval.


[arrow] Principal Investment Policies

        The series is a "balanced fund," and invests in a combination of equity
        and fixed income securities. Under normal market conditions, the series
        invests:

        o at least 40%, but not more than 75%, of its net assets in common
          stocks and related securities (referred to as equity securities), such
          as preferred stock; bonds, warrants or rights convertible into stock;
          and depositary receipts for those securities, and

        o at least 25% of its net assets in non-convertible fixed income
          securities.

        The series may vary the percentage of its assets invested in any one
        type of security (within the limits described above) in accordance with
        MFS's interpretation of economic and money market conditions, fiscal and
        monetary policy and underlying security values.

        Equity Investments. While the series may invest in all types of equity
        securities, MFS generally seeks to purchase for the series equity
        securities, such as common stocks, preferred stocks, convertible
        securities and depositary receipts, of companies that MFS believes are
        undervalued in the market relative to their long-term potential. The
        equity securities of these companies may be undervalued because:

        o they are viewed by MFS as being temporarily out of favor in the market
          due to

              [arrow] a decline in the market,

              [arrow] poor economic conditions,

              [arrow] developments that have affected or may affect the issuer
                      of the securities or the issuer's industry, or

        o the market has overlooked them.

        Undervalued equity securities generally have low price-to-book,
        price-to-sales and/or price-to-earnings ratios. The series focuses on
        undervalued equity securities issued by companies with relatively large
        market capitalizations (i.e., market capitalizations of $5 billion or
        more).

        As noted above, the series' investments in equity securities include
        convertible securities. A convertible security is a security that may be
        converted within a specified period of time into a certain amount of
        common stock of the same or a different issuer. A convertible security
        generally provides:

        o a fixed income stream, and

        o the opportunity, through its conversion feature, to participate in an
          increase in the market price of the underlying common stock.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (including the equity portion of the
        series) it advises. This means that securities are selected based upon
        fundamental analysis performed by the series' portfolio manager and MFS'
        large group of equity research analysts.

        Fixed Income Investments. The series invests in securities which pay a
        fixed interest rate, which include:

        o U.S. government securities, which are bonds or other debt obligations
          issued by, or whose principal and interest payments are guaranteed or
          supported by, the U.S. government or one of its agencies or
          instrumentalities,

        o mortgage-backed and asset-backed securities, which represent interests
          in a pool of assets such as mortgage loans, car loan receivables, or
          credit card receivables. These investments entitle the series to a
          share of the principal and interest payments made on the underlying
          mortgage, car loan, or credit card. For example, if the series invests
          in a pool that includes your mortgage loan, a share of the principal
          and interest payments on your mortgage would pass to the series, and

        o corporate bonds, which are bonds or other debt obligations issued by
          corporations or other similar entities.

        In selecting fixed income investments for the series, MFS considers the
        views of its large group of fixed income portfolio managers and research
        analysts. This group periodically assesses the three-month total return
        outlook for various segments of the fixed income markets.


                                       14
<PAGE>

        This three-month "horizon" outlook is used by the portfolio manager(s)
        of MFS' fixed-income oriented series (including the fixed-income portion
        of the series) as a tool in making or adjusting a series' asset
        allocations to various segments of the fixed income markets. In
        assessing the credit quality of fixed-income securities, MFS does not
        rely solely on the credit ratings assigned by credit rating agencies,
        but rather performs its own independent credit analysis.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Allocation Risk: The series will allocate its investments between
          equity and fixed income securities, and among various segments of the
          fixed income markets, based upon judgments made by MFS. The series
          could miss attractive investment opportunities by underweighting
          markets where there are significant returns, and could lose value by
          overweighting markets where there are significant declines.

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Undervalued Securities Risk: Prices of securities react to the
          economic condition of the company that issued the security. The
          series' equity investments in an issuer may rise and fall based on the
          issuer's actual and anticipated earnings, changes in management and
          the potential for takeovers and acquisitions. MFS will invest in
          securities that are undervalued based on its belief that the market
          value of these securities will rise due to anticipated events and
          investor perceptions. If these events do not occur or are delayed, or
          if investor perceptions about the securities do not improve, the
          market price of these securities may not rise or may fall.

        o Interest Rate Risk: When interest rates rise, the prices of fixed
          income securities in the series' portfolio will generally fall.
          Conversely, when interest rates fall, the prices of fixed income
          securities in the series' portfolio will generally rise.

        o Convertible Securities Risk: Convertible securities, like fixed income
          securities, tend to increase in value when interest rates decline and
          decrease in value when interest rates rise. The market value of a
          convertible security also tends to increase as the market value of the
          underlying stock rises and decrease as the market value of the
          underlying stock declines.

        o Maturity Risk: Interest rate risk will generally affect the price of a
          fixed income security more if the security has a longer maturity.
          Fixed income securities with longer maturities will therefore be more
          volatile than other fixed income securities with shorter maturities.
          Conversely, fixed income securities with shorter maturities will be
          less volatile but generally provide lower returns than fixed income
          securities with longer maturities. The average maturity of the series'
          fixed income investments will affect the volatility of the series'
          share price.

        o Credit Risk: Credit risk is the risk that the issuer of a fixed income
          security will not be able to pay principal and interest when due.
          Rating agencies assign credit ratings to certain fixed income
          securities to indicate their credit risk. The price of a fixed income
          security will generally fall if the issuer defaults on its obligation
          to pay principal or interest, the rating agencies downgrade the
          issuer's credit rating or other news affects the market's perception
          of the issuer's credit risk.

        o Liquidity Risk: The fixed income securities purchased by the series
          may be traded in the over-the-counter market rather than on an
          organized exchange and are subject to liquidity risk. This means that
          they may be harder to purchase or sell at a fair price. The inability
          to purchase or sell these fixed income securities at a fair price
          could have a negative impact on the series' performance.

        o Mortgage and Asset-Backed Securities:

            [arrow] Maturity Risk:

               [dagger] Mortgage-Backed Securities: A mortgage-backed security
                        will mature when all the mortgages in the pool mature or
                        are prepaid. Therefore, mortgage-backed securities do
                        not have a fixed maturity, and their expected maturities
                        may vary when interest rates rise or fall.

                      + When interest rates fall, homeowners are more likely to
                        prepay their mortgage loans. An increased rate of
                        prepayments on the series' mortgage-backed securities
                        will result in an unforeseen loss of interest income to
                        the series as the series may be required to reinvest
                        assets at a lower interest rate. Because prepayments
                        increase when interest rates fall, the prices of
                        mortgage-backed securities does not increase as much as
                        other fixed income securities when interest rates fall.


                                       15
<PAGE>

                      + When interest rates rise, homeowners are less likely to
                        prepay their mortgage loans. A decreased rate of
                        prepayments lengthens the expected maturity of a
                        mortgage-backed security. Therefore, the prices of
                        mortgage-backed securities may decrease more than prices
                        of other fixed income securities when interest rates
                        rise.

               [dagger] Collateralized Mortgage Obligations: The series may
                        invest in mortgage-backed securities called
                        collateralized mortgage obligations (CMOs). CMOs are
                        issued in separate classes with different stated
                        maturities. As the mortgage pool experiences
                        prepayments, the pool pays off investors in classes with
                        shorter maturities first. By investing in CMOs, the
                        series may manage the prepayment risk of mortgage-backed
                        securities. However, prepayments may cause the actual
                        maturity of a CMO to be substantially shorter than its
                        stated maturity.

               [dagger] Asset-Backed Securities: Asset-backed securities have
                        prepayment risks similar to mortgage-backed securities.

      [arrow] Credit Risk: As with any fixed income security, mortgage-backed
              and asset-backed securities are subject to the risk that the
              issuer will default on principal and interest payments. It may be
              difficult to enforce rights against the assets underlying
              mortgage-backed and asset-backed securities in the case of
              default. The U.S. government or its agencies may guarantee the
              payment of principal and interest on some mortgage-backed
              securities. Mortgage-backed securities and asset-backed securities
              issued by private lending institutions or other financial
              intermediaries may be supported by insurance or other forms of
              guarantees.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table below are intended to indicate some
        of the risks of investing in the series by showing changes in the
        series' performance over time. The performance table also shows how the
        series performance over time compares with that of one or more broad
        measures of market performance. The chart and table provide past
        performance information. The series' past performance does not
        necessarily indicate how the series will perform in the future. The
        returns shown do not reflect fees and charges imposed under the variable
        annuity and life insurance contracts through which an investment may be
        made. If these fees and charges were included, they would reduce these
        returns.


        Bar Chart

        The bar chart shows changes in the annual total returns of the series'
        shares for each calendar year since they were first offered, assuming
        the reinvestment of distributions.


[BAR CHART]

               1996          1997          1998

               14.37%        21.30%        12.33%

[END OF BAR CHART]


          During the period shown in the bar chart, the highest quarterly return
        was 9.86% (for the calendar quarter ended June 30, 1997) and the lowest
        quarterly return was (4.28)% (for the calendar quarter ended September
        30, 1998).


                                       16
<PAGE>

        Performance Table

        This table shows how the average annual total returns of the series'
        shares compares to a broad measure of market performance and various
        other market indicators and assumes the reinvestment of distributions.


        Average Annual Total Returns as of December 31, 1998
        ........................................................................

<TABLE>
<CAPTION>
                                                             1 Year         Life
<S>                                                          <C>            <C>
   Total Return Series*                                      +12.33%        +18.73%

   S&P 500 Composite Index**+                                +28.58%        +30.41%

   Lehman Brothers Government/Corporate Bond Index**++       + 9.49%        + 8.58%

   Average balanced fund#                                    +13.48%        +17.64%
</TABLE>

   -----------
   *  "Life" refers to the period from the commencement of the series'
      investment operations, January 3, 1995, through December 31, 1998.
   ** Source: CDA/Wiesenberger. "Life" refers to the period from February
      1, 1995, through December 31, 1998.
   #  Source: Lipper Analytical Services, Inc. "Life" refers to the period
      from February 1, 1995, through December 31, 1998.
   +  The Standard & Poor's 500 Composite Index is a broad based, unmanaged
      index of common stock total return performance.
   ++ The Lehman Brothers Government/Corporate Bond Index is a broad based,
      unmanaged, market-value-weighted index of U.S. Treasury and
      government-agency securities (excluding mortgage-backed securities)
      and investment-grade domestic corporate debt.


[arrow] Portfolio Manager

        David M. Calabro, a Senior Vice President of MFS, has been employed by
        the Adviser as a portfolio manager since 1992. Mr. Calabro is the head
        of the series' portfolio management team and a manager of the common
        stock portion of the series' portfolio. Geoffrey L. Kurinsky, a Senior
        Vice President of MFS, has been employed by the Adviser as a portfolio
        manager since 1987. Mr. Kurinsky is the manager of the series' fixed
        income securities. Constantinos G. Mokas, a Vice President of MFS, has
        been a portfolio manager of the series since April 1, 1998, and has been
        employed by the Adviser as a portfolio manager since 1990. Mr. Mokas is
        the manager of the series' convertible securities. Lisa B. Nurme, a
        Senior Vice President of MFS, has been a portfolio manager of the series
        since July 19, 1995, and has been employed by the Adviser as a portfolio
        manager since 1987. Ms. Nurme is a manager of the common stock portion
        of the series' portfolio. Kenneth J. Enright, a Vice President of MFS,
        has been employed by the Adviser as a portfolio manager since 1986 and
        has been a portfolio manager of the series since January 15, 1999. Mr.
        Enright is a manager of the common stock portion of the series'
        portfolio.


                                       17
<PAGE>

        7: High Income Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is to provide high current income by
        investing primarily in a professionally managed diversified portfolio of
        fixed income securities, some of which may involve equity features. The
        series' objective may be changed without shareholder approval.


[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 80% of its
        total assets in high yield fixed income securities. Fixed income
        securities offering the high current income sought by the series
        generally are lower rated bonds. These bonds, commonly known as junk
        bonds, are assigned lower credit ratings by credit rating agencies or
        are unrated and considered by MFS to be comparable to lower rated bonds.

        While the series focuses its investments on bonds issued by corporations
        or similar entitles, it may invest in all types of debt securities. The
        series may invest in foreign securities (including emerging markets
        securities), through which it may have exposure to foreign currencies.

        In selecting fixed income investments for the series, MFS considers the
        views of its large group of fixed income portfolio managers and research
        analysts. This group periodically assesses the three-month total return
        outlook for various segments of the fixed income markets. This
        three-month "horizon" outlook is used by the portfolio manager(s) of
        MFS' fixed income oriented funds (including the series) as a tool in
        making or adjusting a series' asset allocations to various segments of
        the fixed income markets. In assessing the credit quality of fixed
        income securities, MFS does not rely solely on the credit ratings
        assigned by credit rating agencies, but rather performs its own
        independent credit analysis.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Allocation Risk: The series will allocate its investments among fixed
          income markets based upon judgments made by MFS. The series could miss
          attractive investment opportunities by underweighting markets where
          there are significant returns, and could lose value by overweighting
          markets where there are significant declines.

        o Interest Rate Risk: When interest rates rise, the prices of fixed
          income securities in the series' portfolio will generally fall.
          Conversely, when interest rates fall, the prices of fixed income
          securities in the series' portfolio will generally rise.

        o Maturity Risk: Interest rate risk will generally affect the price of a
          fixed income security more if the security has a longer maturity.
          Fixed income securities with longer maturities will therefore be more
          volatile than other fixed income securities with shorter maturities.
          Conversely, fixed income securities with shorter maturities will be
          less volatile but generally provide lower returns than fixed income
          securities with longer maturities. The average maturity of the series'
          fixed income investments will affect the volatility of the series'
          share price.

        o Credit Risk: Credit risk is the risk that the issuer of a fixed income
          security will not be able to pay principal and interest when due.
          Rating agencies assign credit ratings to certain fixed income
          securities to indicate their credit risk. The price of a fixed income
          security will generally fall if the issuer defaults on its obligation
          to pay principal or interest, the rating agencies downgrade the
          issuer's credit rating or other news affects the market's perception
          of the issuer's credit risk.

        o Liquidity Risk: The fixed income securities purchased by the series
          may be traded in the over-the-counter market rather than on an
          organized exchange and are subject to liquidity risk. This means that
          they may be harder to purchase or sell at a fair price. The inability
          to purchase or sell these fixed income securities at a fair price
          could have a negative impact on the series' performance.

        o Junk Bond Risk:

              [arrow] Higher Credit Risk: Junk bonds are subject to a
                      substantially higher degree of credit risk than higher
                      rated bonds. During recessions, a high percentage of
                      issuers of junk bonds may default on payments of principal
                      and interest. The price of a junk bond may therefore
                      fluctuate drastically due to bad news about the issuer or
                      the economy in general.


                                       18
<PAGE>

              [arrow] Higher Liquidity Risk: During recessions and periods of
                      broad market declines, junk bonds could become less
                      liquid, meaning that they will be harder to value or sell
                      at a fair price.

        o Foreign Securities: Investments in foreign securities involve risks
          relating to political, social and economic developments abroad, as
          well as risks resulting from the differences between the regulations
          to which U.S. and foreign issuers and markets are subject:

              [arrow] These risks may include the seizure by the government of
                      company assets, excessive taxation, withholding taxes on
                      dividends and interest, limitations on the use or transfer
                      of portfolio assets, and political or social instability.

              [arrow] Enforcing legal rights may be difficult, costly and slow
                      in foreign countries, and there may be special problems
                      enforcing claims against foreign governments.

              [arrow] Foreign companies may not be subject to accounting
                      standards or governmental supervision comparable to U.S.
                      companies, and there may be less public information about
                      their operations.

              [arrow] Foreign markets may be less liquid and more volatile than
                      U.S. markets.

              [arrow] Foreign securities often trade in currencies other than
                      the U.S. dollar, and the series may directly hold foreign
                      currencies and purchase and sell foreign currencies
                      through forward exchange contracts. Changes in currency
                      exchange rates will affect the series' net asset value,
                      the value of dividends and interest earned, and gains and
                      losses realized on the sale of securities. An increase in
                      the strength of the U.S. dollar relative to these other
                      currencies may cause the value of the series to decline.
                      Certain foreign currencies may be particularly volatile,
                      and foreign governments may intervene in the currency
                      markets, causing a decline in value or liquidity in the
                      series' foreign currency holdings. By entering into
                      forward foreign currency exchange contracts, the series
                      may be required to forego the benefits of advantageous
                      changes in exchange rates and, in the case of forward
                      contracts entered into for the purpose of increasing
                      return, the series may sustain losses which will reduce
                      its gross income. Forward foreign currency exchange
                      contracts involve the risk that the party with which the
                      series enters the contract may fail to perform its
                      obligations to the series.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


[arrow] Bar Chart and Performance Table

        The bar chart and performance table below are intended to indicate some
        of the risks of investing in the series by showing changes in the
        series' performance over time. The performance table also shows how the
        series performance over time compares with that of one or more broad
        measures of market performance. The chart and table provide past
        performance information. The series' past performance does not
        necessarily indicate how the series will perform in the future. The
        returns shown do not reflect fees and charges imposed under the variable
        annuity and life insurance contracts through which an investment may be
        made. If these fees and charges were included, they would reduce these
        returns.


        Bar Chart

        The bar chart shows changes in the annual total returns of the series'
        shares for each calendar year since they were first offered, assuming
        the reinvestment of distributions.


[BAR CHART]

          1996          1997          1998

          11.80%        13.62%        (0.18)%

[END OF BAR CHART]


          During the period shown in the bar chart, the highest quarterly return
        was 5.57% (for the calendar quarter ended September 30, 1996) and the
        lowest quarterly return was (7.28)% (for the calendar quarter ended
        September 30, 1998).


                                       19
<PAGE>

        Performance Table

        This table shows how the average annual total returns of the series'
        shares compares to a broad measure of market performance and various
        other market indicators and assumes the reinvestment of distributions.


        Average Annual Total Returns as of December 31, 1998
        ........................................................................

<TABLE>
<CAPTION>
                                                         1 Year           Life
        <S>                                              <C>             <C>
        High Income Series*                              -0.18%          +8.77%

        Lehman Brothers High Yield Bond Index#++         +1.60%          +8.83%

        Lipper High Yield Bond Fund Index#+              -0.08%          +8.72%
</TABLE>

        -------------------
        *  "Life" refers to the period from the commencement of the series'
           investment operations, July 26, 1995, through December 31, 1998.
        #  Source: Lipper Analytical Services, Inc. "Life" refers to the period
           from August 1, 1995, through December 31, 1998.
        +  The Lipper High Yield Bond Fund Index is a broad based, unmanaged,
           net-asset-value-weighted index of the largest qualifying mutual funds
           in this Lipper category adjusted for the reinvestment of capital gain
           distributions and income dividends.
        ++ The Lehman Brothers High Yield Bond Index is a broad based, unmanaged
           index of noninvestment-grade corporate debt.


[arrow] Portfolio Manager

        Bernard Scozzafava, a Vice President of the Adviser, has been employed
        by the Adviser as a portfolio manager since 1989. Mr. Scozzafava has
        been the series' portfolio manager since its inception.



                                       20
<PAGE>

        8: Global Equity Series
        ........................................................................

[arrow] Investment Objective

        The series' investment objective is capital appreciation. The series'
        objective may be changed without shareholder approval.


[arrow] Principal Investment Policies

        The series invests, under normal market conditions, at least 65% of its
        total assets in common stocks and related securities, such as preferred
        stock, convertible securities and depositary receipts, of U.S. and
        foreign (including emerging market) issuers. The series spreads its
        investments across these markets and focuses on companies which MFS
        believes have favorable growth prospects and attractive valuations based
        on current and expected earnings or cash flow. The series generally
        seeks to purchase securities of companies with relatively large market
        capitalizations relative to the market in which they are traded. The
        series' investments may include securities traded in the
        over-the-counter markets.

        MFS uses a bottom-up, as opposed to a top-down, investment style in
        managing the equity-oriented funds (such as the series) it advises. This
        means that securities are selected based upon fundamental analysis
        performed by the series' portfolio manager and MFS' large group of
        equity research analysts.


[arrow] Principal Risks

        The principal risks of investing in the series and the circumstances
        reasonably likely to cause the value of your investment in the series to
        decline are described below. As with any non-money market mutual fund,
        the share price of the series will change daily based on market
        conditions and other factors. Please note that there are many
        circumstances which could cause the value of your investment in the
        series to decline, and which could prevent the series from achieving its
        objective, that are not described here.

        The principal risks of investing in the series are:

        o Market Risk: This is the risk that the price of a security held by the
          series will fall due to changing economic, political or market
          conditions or disappointing earnings results.

        o Company Risk: Prices of securities react to the economic condition of
          the company that issued the security. The series' equity investments
          in an issuer may rise and fall based on the issuer's actual and
          anticipated earnings, changes in management and the potential for
          takeovers and acquisitions.

        o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve
          risks in addition to those associated with transactions in securities
          traded on exchanges. OTC-listed companies may have limited product
          lines, markets or financial resources. Many OTC stocks trade less
          frequently and in smaller volume than exchange-listed stocks. The
          values of these stocks may be more volatile than exchange-listed
          stocks, and the series may experience difficulty in establishing or
          closing out positions in these stocks at prevailing market prices.

        o Foreign Securities Risk: Investments in foreign securities involve
          risks relating to political, social and economic developments abroad,
          as well as risks resulting from the differences between the
          regulations to which U.S. and foreign issuers and markets are subject:

              [arrow] These risks may include the seizure by the government of
                      company assets, excessive taxation, withholding taxes on
                      dividends and interest, limitations on the use or transfer
                      of portfolio assets, and political or social instability.

              [arrow] Enforcing legal rights may be difficult, costly and slow
                      in foreign countries, and there may be special problems
                      enforcing claims against foreign governments.

              [arrow] Foreign companies may not be subject to accounting
                      standards or governmental supervision comparable to U.S.
                      companies, and there may be less public information about
                      their operations.

              [arrow] Foreign markets may be less liquid and more volatile than
                      U.S. markets.

              [arrow] Foreign securities often trade in currencies other than
                      the U.S. dollar, and the series may directly hold foreign
                      currencies and purchase and sell foreign currencies
                      through forward exchange contracts. Changes in currency
                      exchange rates will affect the series' net asset value,
                      the value of dividends and interest earned, and gains and
                      losses realized on the sale of securities. An increase in
                      the strength of the U.S. dollar relative to these other
                      currencies may cause the value of the series to decline.
                      Certain foreign currencies may be particularly volatile,
                      and foreign governments may intervene in the currency
                      markets, causing a decline in value or liquidity in


                                       21
<PAGE>

                      the series' foreign currency holdings. Forward foreign
                      currency exchange contracts involve the risk that the
                      party with which the series enters the contract may fail
                      to perform its obligations to the series.

        o Emerging Markets Risk: Emerging markets are generally defined as
          countries in the initial stages of their industrialization cycles with
          low per capita income. Investments in emerging markets securities
          involve all of the risks of investments in foreign securities, and
          also have additional risks:

              [arrow] All of the risks of investing in foreign securities are
                      heightened by investing in emerging markets countries.

              [arrow] The markets of emerging markets countries have been more
                      volatile than the markets of developed countries with more
                      mature economies. These markets often have provided higher
                      rates of return, and significantly greater risks, to
                      investors.

        o As with any mutual fund, you could lose money on your investment in
          the series.

        An investment in the series is not a bank deposit and is not insured or
        guaranteed by the Federal Deposit Insurance Corporation or any other
        government agency.


        Bar Chart and Performance Table

        The bar chart and performance table are not included because the series
        had not commenced investment operations as of December 31, 1998.


[arrow] Portfolio Manager

        The series' portfolio manager is David R. Mannheim, a Senior Vice
        President of MFS. Mr. Mannheim has been the portfolio manager of the
        series since its inception and has been employed as a portfolio manager
        by MFS since 1988.


                                       22
<PAGE>


III CERTAIN INVESTMENT STRATEGIES AND RISKS

   Each series may depart from its principal investment strategies by
   temporarily investing for defensive purposes when adverse market, economic
   or political conditions exist. While a series invests defensively, it may
   not be able to pursue its investment objective. A series defensive
   investment policy may not be effective in protecting its value.

   Each series may engage in active and frequent trading to achieve its
   principal investment strategies. This may result in the realization and
   distribution to shareholders of higher capital gains. Frequent trading also
   increases transaction costs, which could detract from the series'
   performance.

   Each series may invest in various types of securities and engage in various
   investment techniques and practices which are not the principal focus of
   the series and therefore are not described in this Prospectus. The types of
   securities and investment techniques and practices in which a series may
   engage, including the principal investment techniques and practices
   described above, are identified in Appendix A to this Prospectus, and are
   discussed, together with their risks, in the trust's Statement of
   Additional Information (referred to as the SAI), which you may obtain by
   contacting MFS Service Center, Inc. (see back cover for address and phone
   number).


IV MANAGEMENT OF THE SERIES
      
[arrow] Investment Adviser

        Massachusetts Financial Services Company (referred to as MFS or the
        adviser) is the investment adviser to each series. 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, Massachusetts Investors Trust. Net assets under
        the management of the MFS organization were approximately $102.9 billion
        on behalf of approximately 3.8 million investor accounts as of January
        31, 1999. As of such date, the MFS organization managed approximately
        $73.6 billion of net assets in equity fund and equity portfolios.
        Approximately $4.7 billion of the assets managed by MFS are invested in
        securities of foreign issuers and foreign denominated securities of U.S.
        issuers. MFS is located at 500 Boylston Street, Boston, Massachusetts
        02116.

        MFS provides investment management and related administrative services
        and facilities to each series, including portfolio management and trade
        execution. For these services each series pays MFS an annual management
        fee as set forth in the Expense Summary.

        MFS or its affiliates generally pay an administrative service fee to
        insurance companies which use the series as underlying investment
        vehicles for their variable annuity and variable life insurance
        contracts based upon the aggregate net assets of the series attributable
        to these contracts. These fees are not paid by the series, their
        shareholders, or by the contract holders.


[arrow] Administrator

        MFS provides each series with certain financial, legal, compliance,
        shareholder communications and other administrative services. MFS is
        reimbursed by each series for a portion of the costs it incurs in
        providing these services.


[arrow] Distributor

        MFS Fund Distributors, Inc. (referred to as MFD), a wholly owned
        subsidiary of MFS, is the distributor of shares of the series.

[arrow] Shareholder Servicing Agent

        MFS Service Center, Inc. (referred to as MFSC), a wholly owned
        subsidiary of MFS, performs transfer agency and certain other services
        for each series, for which it receives compensation from each series.


V DESCRIPTION OF SHARES

        The trust offers shares of each of its series to separate accounts
        established by insurance companies in order to serve as investment
        vehicles for variable annuity and variable life insurance contracts. The
        trust also offers shares of each of its series to qualified pension and
        retirement plans. All purchases, redemptions and exchanges of shares are
        made through these insurance company separate accounts and plans, which
        are the record owner of the shares. Contract holders and plan
        beneficiaries seeking to purchase, redeem or exchange interests in the
        trust's shares should consult with the insurance company which issued
        their contracts or their plan sponsor.


                                       23
<PAGE>


VI OTHER INFORMATION

[arrow] Pricing of Series' Shares

        The price of each series' shares is based on its net asset value. The
        net asset value of each series' shares is determined at the close of
        regular trading each day that the New York Stock Exchange is open for
        trading (generally, 4:00 p.m., Eastern time) (referred to as the
        valuation time). To determine net asset value, each series, except for
        the Money Market Series, values its assets at current market values, or
        at fair value as determined by the Adviser under the direction of the
        Board of Trustees that oversees the series if current market values are
        unavailable. Fair value pricing may be used by a series when current
        market values are unavailable or when an event occurs after the close of
        the exchange on which the series' portfolio securities are principally
        traded that is likely to have changed the value of the securities. The
        use of fair value pricing by a series may cause the net asset value of
        its shares to differ significantly from the net asset value that would
        be calculated using current market values. The Money Market Series
        values its assets using the amortized cost method.

        Insurance companies and plan sponsors are the designees of the trust for
        receipt of purchase, exchange and redemption orders from contractholders
        and plan beneficiaries. An order submitted to the trust's designee by
        the valuation time will receive the net asset value next calculated;
        provided that the trust receives notice of the order generally by 9:30
        a.m. eastern time on the next day on which the New York Stock Exchange
        is open for trading.

        Certain series invest in securities which are primarily listed on
        foreign exchanges that trade on weekends and other days when the series
        does not price its shares. Therefore, the value of these series' shares
        may change on days when you will not be able to purchase or redeem their
        shares.


[arrow] Distributions

        Each series intends to pay substantially all of its net income
        (including net short-term capital gain) to shareholders as dividends at
        least annually. Any realized net capital gains are also distributed at
        least annually.


[arrow] Tax Considerations

        Each series of the trust is treated as a separate entity for federal
        income tax purposes. As long as a series qualifies for treatment as a
        regulated investment company (which it has in the past and intends to do
        so in the future), it pays no federal income tax on the earnings it
        distributes to shareholders. In addition, each series also intends to
        continue to diversify its assets to satisfy the federal diversification
        tax rules applicable to separate accounts that fund variable insurance
        and annuity contracts.

        Shares of the series are offered to insurance company separate accounts
        and qualified pension and retirement plan sponsors. Consult with the
        insurance company which issued your contract or your plan sponsor or
        financial advisor to understand the federal tax treatment of your
        investment.


[arrow] Right to Reject Purchase and Exchange Orders

        Purchases and exchanges should be made for investment purposes only.
        Each series reserves the right to reject or restrict any specific
        purchase or exchange request. Because an exchange request involves both
        a request to redeem shares of one series and to purchase shares of
        another series, the series consider the underlying redemption and
        purchase requests conditioned upon the acceptance of each of these
        underlying requests. Therefore, in the event that the series reject an
        exchange request, neither the redemption nor the purchase side of the
        exchange will be processed.


[arrow] Market Timing Policies

        The series are not designed for professional market timing organizations
        or other entities using programmed or frequent exchanges. The series
        define a "market timer" as an individual, or organization acting on
        behalf of one or more individuals, if the individual or organization
        makes during the calendar year six or more exchange requests among the
        series.

        Accounts under common ownership or control, including accounts
        administered by market timers, will be aggregated for purposes of this
        definition.


                                       24
<PAGE>

        The series may impose specific limitations on market timers, including:

        o delaying for up to seven days the purchase side of an exchange request
          by market timers;

        o rejecting or otherwise restricting purchase or exchange requests by
          market timers; and

        o permitting exchanges by market timers only into certain series.


[arrow] In-kind distributions

        The series have reserved the right to pay redemption proceeds by a
        distribution in-kind of portfolio securities (rather than cash). In the
        event that the series makes an in-kind distribution, you could incur the
        brokerage and transaction charges when converting the securities to
        cash. The series do not expect to make in-kind distributions.


[arrow] Unique Nature of Series

        MFS may serve as the investment adviser to other funds which have
        similar investment goals and principal investment policies and risks to
        the series, and which may be managed by the series' portfolio
        manager(s). While a series may have many similarities to these other
        funds, its investment performance will differ from their investment
        performance. This is due to a number of differences between a series and
        these similar products, including differences in sales charges, expense
        ratios and cash flows.


[arrow] Year 2000 Readiness Disclosure

        The series could be adversely affected if the computer systems used by
        MFS, the series' other service providers or the companies in which the
        series invests do not properly process date-related information from and
        after January 1, 2000 (the "Year 2000 Issue"). MFS recognizes the
        importance of the Year 2000 Issue and, to address Year 2000 compliance,
        created a separately funded Year 2000 Program Management Office in 1996
        comprised of a specialized staff reporting directly to MFS senior
        management. The Office, with the help of external consultants, is
        responsible for overall coordination, strategy formulation,
        communications and issue resolution with respect to Year 2000 issues.
        While MFS systems will be tested for Year 2000 readiness before the turn
        of the century, there are significant systems interdependencies in the
        domestic and foreign markets for securities, the business environments
        in which companies held by the series operate and in MFS' own business
        environment. MFS has been working with the series' other service
        providers to identify and respond to potential problems with respect to
        Year 2000 readiness and to develop contingency plans. Year 2000
        readiness is also one of the factors considered by MFS in its ongoing
        assessment of companies in which the series invests. There can be no
        assurance, however, that these steps will be sufficient to avoid any
        adverse impact on the series.


[arrow] Potential Conflicts

        Shares of the series are offered to the separate accounts of insurance
        companies that may be affiliated or unaffiliated with MFS and each other
        ("shared funding") and may 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 board of trustees which oversees the series 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. If such a conflict were to occur, one or
        more separate accounts of the 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.


VII FINANCIAL HIGHLIGHTS

        The financial highlights table is intended to help you understand the
        series' financial performance for the past 5 years, or, if a series has
        not been in operation that long, since the time it commenced investment
        operations. Certain information reflects financial results for a single
        series' share. The total returns in the table represent the rate by
        which an investor would have earned (or lost) on an investment in a
        series (assuming reinvestment of all distributions). This information
        has been audited by the trust's independent auditors, whose report,
        together with the trust's financial statements, are included in the
        trust's Annual Report to shareholders. The series' Annual Report is
        available upon request by contacting MFSC (see back cover for address
        and telephone number). These financial statements are incorporated by
        reference into the SAI. The trust's independent auditors are Deloitte &
        Touche LLP.


                                       25
<PAGE>


   1. Emerging Growth Series
   .............................................................................

<TABLE>
<CAPTION>
                                                                                                         Period Ended
                                                                       Year Ended December 31,           December 31,
                                                                   1998          1997          1996         1995*
   ------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>           <C>           <C>
   Per share data (for a share outstanding throughout
    each period):
   Net asset value -- beginning of period ...................    $ 16.13       $ 13.24       $ 11.41      $  10.00
                                                                 -------       -------       -------      --------
   Income from investment operations# --
    Net investment income (loss)[sec] .......................    $ (0.05)      $ (0.06)      $ (0.01)     $   0.01
    Net realized and unrealized gain on investments and
     foreign currency .......................................       5.55          2.95          1.95          1.74
                                                                 -------       -------       -------      --------
      Total from investment operations ......................    $  5.50       $  2.89       $  1.94      $   1.75
                                                                 -------       -------       -------      --------
   Less distributions declared to shareholders --
    From net investment income ..............................    $    --       $    --       $    --      $  (0.01)
    From net realized gain on investments and foreign
     currency transactions ..................................      (0.05)           --         (0.06)        (0.26)
    In excess of net realized gain on investments and
     foreign currency transactions ..........................      (0.11)           --         (0.05)           --
    From paid-in capital ....................................         --            --            --         (0.07)
                                                                 -------       -------       -------      --------
      Total distributions declared to shareholders ..........    $ (0.16)      $    --       $ (0.11)     $  (0.34)
                                                                 -------       -------       -------      --------
   Net asset value -- end of period .........................    $ 21.47       $ 16.13       $ 13.24      $  11.41
                                                                 -------       -------       -------      --------
   Total return .............................................      34.16%        21.90%        17.02%        17.41%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..............................................       0.85%         0.90%         1.00%         1.00%+
    Net investment income (loss) ............................      (0.29)%       (0.38)%       (0.08)%        0.10%+
   Portfolio turnover .......................................         71%          112%           96%           73%
   Net assets at end of period (000 omitted) ................   $908,987      $384,480      $104,956      $  3,869
</TABLE>

   -----------
    * For the period from the commencement of the series' investment
      operations, July 24, 1995, through December 31, 1995.
    + Annualized.
   ++ Not annualized.
    # Per share data are based on average shares outstanding.
   ## The series has an expense offset arrangement which reduces the series'
      custodian fee based upon the amount of cash maintained by the series with
      its custodian and dividend disbursing agent. The series' expenses are
      calculated without reduction for this expense offset arrangement.
[sec] Prior to January 1, 1998, the investment adviser voluntarily agreed
      to maintain, subject to reimbursement by the series, the expenses of the
      series at not more than 1.00% of average daily net assets. To the extent
      actual expenses were over or under this limitation, the net investment
      loss per share and the ratios would have been:


<TABLE>
<S>                                    <C>     <C>         <C>          <C>
    Net investment loss ...........    --      $(0.05)     $(0.03)      $(0.18)
    Ratios (to average net assets):
     Expenses## ...................    --        0.87%       1.16%        2.91%+
     Net investment loss ..........    --       (0.35)%     (0.23)%      (1.78)%+
</TABLE>


                                       26
<PAGE>

       2. Capital Opportunities Series
       .........................................................................

<TABLE>
<CAPTION>
                                                                                       Period Ended
                                                              Year Ended December 31,  December 31,
                                                                  1998        1997        1996*
   -------------------------------------------------------------------------------------------------
  <S>                                                           <C>         <C>         <C>
   Per share data (for a share outstanding throughout
    each period):
   Net asset value -- beginning of period ...................   $ 11.68     $ 10.66     $  10.00
                                                                -------     -------     --------
   Income from investment operations# --
    Net investment income[sec] ..............................   $  0.03     $  0.12     $   0.07
    Net realized and unrealized gain on investments and
     foreign currency .......................................      3.11        2.66         0.88
                                                                -------     -------     --------
      Total from investment operations ......................   $  3.14     $  2.78     $   0.95
                                                                -------     -------     --------
   Less distributions declared to shareholders --
    From net investment income ..............................   $ (0.02)    $ (0.09)    $  (0.03)
    From net realized gain on investments and foreign
     currency transactions ..................................     (0.01)      (1.54)       (0.21)
    In excess of net realized gain on investments and
     foreign currency transactions ..........................        --          --        (0.01)
    From capital ............................................        --       (0.13)       (0.04)
                                                                -------     -------     --------
      Total distributions declared to shareholders ..........   $ (0.03)    $ (1.76)    $  (0.29)
                                                                -------     -------     --------
   Net asset value -- end of period .........................   $ 14.79     $ 11.68     $  10.66
                                                                -------     -------     --------
   Total return .............................................     26.80%      26.47%        8.78%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..............................................      1.02%       1.02%        1.02%+
    Net investment income ...................................      0.21%       0.91%        1.72%+
   Portfolio turnover .......................................       144%        270%          44%
   Net assets at end of period (000 omitted) ................  $ 23,908     $ 5,660     $  1,351
</TABLE>

   -----------
   *  For the period from the commencement of the series' investment
      operations, August 14, 1996, through December 31, 1996.
   +  Annualized.
   ++ Not annualized.
    # Per share data are based on average shares outstanding.
   ## The series has an expense offset arrangement which reduces the series'
      custodian fee based upon the amount of cash maintained by the series with
      its custodian and dividend disbursing agent. The series' expenses are
      calculated without reduction for this expense. 
[sec] Subject to reimbursement by the series, the investment adviser agreed to
      maintain the expenses of the series, exclusive of management fees, at
      not more than 0.25% of average daily net assets. To the extent actual
      expenses were over this limitation, the net investment income (loss) per
      share and ratios would have been:


<TABLE>
    <S>                                        <C>        <C>          <C>
    Net investment income (loss) ..........    $0.02      $(0.02)      $(0.04)
    Ratios (to average net assets):
     Expenses## ...........................     1.11%       2.08%        3.83%+
     Net investment income (loss) .........     0.12%      (0.18)%      (1.09)%+
</TABLE>


                                       27
<PAGE>

   3. Growth With Income Series
   .............................................................................

<TABLE>
<CAPTION>
                                                                                                   Period Ended
                                                                    Year Ended December 31,        December 31,
                                                                  1998        1997        1996        1995*
   ---------------------------------------------------------------------------------------------------------------
   <S>                                                         <C>        <C>          <C>          <C>
   Per share data (for a share outstanding throughout
    each period):
   Net asset value -- beginning of period ..................   $ 16.44    $   12.98    $  10.61     $  10.00
                                                               -------    ---------    --------     --------
   Income from investment operations# --
    Net investment income[sec] .............................   $  0.13    $    0.16    $   0.18     $   0.05
    Net realized and unrealized gain on investments and
     foreign currency ......................................      3.54        3.70         2.42          0.61
                                                               -------    ---------    --------     --------
      Total from investment operations .....................   $  3.67    $    3.86    $   2.60     $   0.66
                                                               -------    ---------    --------     --------
   Less distributions declared to shareholders --
    From net investment income .............................   $    --    $   (0.07)   $  (0.09)    $  (0.05)
    From net realized gain on investments and foreign
     currency transactions .................................        --        (0.29)      (0.13)          --
    In excess of net realized gain on investments and
     foreign currency transactions .........................        --        (0.04)      (0.01)          --
                                                               --------   ---------    --------     --------
      Total distributions declared to shareholders .........   $    --    $   (0.40)   $  (0.23)    $  (0.05)
                                                               --------   ---------    --------     --------
   Net asset value -- end of period ........................   $ 20.11    $   16.44    $  12.98     $  10.61
                                                               --------   ---------    --------     --------
   Total return ............................................     22.32%       29.78%      24.46%        6.64%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## .............................................      0.95%        1.00%       1.01%        1.00%+
    Net investment income ..................................      0.73%        0.93%       1.52%        2.20%+
   Portfolio turnover ......................................        57%          42%         41%           2%
   Net assets at end of period (000 omitted) ...............  $244,310    $  58,045    $  9,174     $    365
</TABLE>

   ----------------
   *  For the period from the commencement of the series' investment operations,
      October 9, 1995, through December 31, 1995.
   +  Annualized.
   ++ Not annualized.
   #  Per share data are based on average shares outstanding.
   ## The series has an expense offset arrangement which reduces the series'
      custodian fee based upon the amount of cash maintained by the series with
      its custodian. The series' expenses are calculated without reduction for
      this expense offset arrangement.
[sec] Prior to October 2, 1998, subject to reimbursement by the series, the
      investment adviser voluntarily agreed to maintain the expenses of the
      series, exclusive of management fees, at not more than 0.25% of average
      daily net assets. To the extent actual expenses were over/under this
      limitation, the net investment income (loss) per share and ratios would
      have been:


<TABLE>
    <S>                                       <C>         <C>         <C>          <C>
    Net investment income (loss) ..........   $0.14       $(0.13)     $(0.05)      $ (0.41)
    Ratios (to average net assets):
     Expenses## ...........................    0.88%        1.10%       2.07%        21.44%+
     Net investment income (loss) .........    0.80%        0.82%       0.46%       (18.24)%+
</TABLE>


                                       28
<PAGE>

   4. New Discovery Series
   .............................................................................

<TABLE>
<CAPTION>
                                                                           Period Ended
                                                                           December 31,
                                                                              1998*
   ------------------------------------------------------------------------------------
   <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 loss[sec] ............................................   $  (0.04)
    Net realized and unrealized gain on investments and foreign currency        0.26
                                                                            --------
      Total from investment operations ..................................   $   0.22
                                                                            --------
   Net asset value -- end of period .....................................   $  10.22
                                                                            --------
   Total return .........................................................       2.20%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..........................................................       1.17%+
    Net investment loss .................................................      (0.74)%+
   Portfolio turnover ...................................................        130%
   Net assets at end of period (000 omitted) ............................   $  1,138
</TABLE>

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

   *  For the period from the commencement of the series' investment operations,
      May 1, 1998, through December 31, 1998.
   +  Annualized.
   ++ Not annualized.
   #  Per share data are based on average shares outstanding.
   ## The series has an expense offset arrangement which reduces the series'
      custodian fee based upon the amount of cash maintained by the series with
      its custodian and dividend disbursing agent. The series' expenses are
      calculated without reduction for this expense offset arrangement.
[sec] Subject to reimbursement by the series, the investment adviser agreed
      to maintain the expenses of the series, exclusive of management fees, at
      not more than 0.25% of average daily net assets. To the extent actual
      expenses were over this limitation, the net investment loss per share and
      ratios would have been:


<TABLE>
    <S>                               <C>
    Net investment loss ...........     $(0.28)
    Ratios (to average net assets):
     Expenses## ...................       5.22%+
     Net investment loss ..........      (4.79)%+
</TABLE>


                                       29
<PAGE>

   5. Total Return Series
   .............................................................................

<TABLE>
<CAPTION>
                                                                                                   Period Ended
                                                                    Year Ended December 31,        December 31,
                                                                  1998        1997        1996        1995*
   ------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>         <C>         <C>
 
   Per share data (for a share outstanding throughout
    each period):
   Net asset value -- beginning of period ...................  $  16.63     $ 13.71     $ 12.25     $  10.00
                                                               --------     -------     -------     --------
   Income from investment operations# --
    Net investment income[sec] ..............................   $  0.53     $  0.52     $  0.46     $   0.41
    Net realized and unrealized gain on investments and
     foreign currency .......................................      1.49        2.40        1.30          2.32
                                                               --------     --------    --------     --------
      Total from investment operations ......................  $   2.02     $  2.92     $  1.76     $   2.73
                                                               --------     --------    --------     --------
   Less distributions declared to shareholders --
    From net investment income ..............................  $  (0.24)    $    --     $ (0.21)    $  (0.25)
    From net realized gain on investments and foreign
     currency transactions ..................................     (0.29)         --       (0.09)       (0.23)
                                                               --------     -------     -------     --------
      Total distributions declared to shareholders ..........  $  (0.53)    $    --     $ (0.30)    $  (0.48)
                                                               --------     -------     -------     --------
   Net asset value -- end of period .........................  $  18.12     $ 16.63     $13.71      $  12.25
                                                               --------     -------     -------     --------
   Total return .............................................     12.33%      21.30%      14.37%       27.34%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..............................................      1.00%       1.00%       1.00%        1.00%+
    Net investment income ...................................      3.05%       3.25%       3.59%        3.83%+
   Portfolio turnover .......................................       100%         93%         76%          16%
   Net assets at end of period (000 omitted) ................  $171,182     $75,612     $19,250     $  2,797
</TABLE>

   ---------------
   *  For the period from the commencement of the series' investment operations,
      January 3, 1995, through December 31, 1995.
   +  Annualized.
   ++ Not annualized.
   #  Per share data are based on average shares outstanding.
   ## The series has an expense offset arrangement which reduces the series'
      custodian fee based upon the amount of cash maintained by the series with
      its custodian and dividend disbursing agent. The series' expenses are
      calculated without reduction for this expense.
[sec] Subject to reimbursement by the series, the investment adviser
      voluntarily agreed to maintain the expenses of the series, exclusive of
      management fees, at not more than 0.25% of average daily net assets. To
      the extent actual expenses were over/under this limitation, the net
      investment income per share and the ratios would have been:


<TABLE>
    <S>                               <C>        <C>        <C>         <C>
    Net investment income ..........  $ 0.54     $ 0.52     $ 0.32      $ 0.22
    Ratios (to average net assets):
     Expenses## ....................    0.91%      1.02%      2.10%       2.49%+
     Net investment income .........    3.14%      3.23%      2.49%       2.09%+
</TABLE>


                                       30
<PAGE>

   6. High Income Series
   .............................................................................

<TABLE>
<CAPTION>
                                                                                                         Period Ended
                                                                       Year Ended December 31,           December 31,
                                                                     1998           1997        1996        1995*
   ------------------------------------------------------------------------------------------------------------------
   <S>                                                           <C>              <C>         <C>         <C>
   Per share data (for a share outstanding throughout each
    period):
   Net asset value -- beginning of period ....................    $  12.34        $ 10.87     $ 10.29     $  10.00
                                                                  --------        -------     -------     --------
   Income from investment operations# --
    Net investment income[sec] ...............................    $   1.04        $  0.95     $  0.89     $   0.34
    Net realized and unrealized gain (loss) on investments
     and foreign currency ....................................       (1.02)          0.52        0.32         0.18
                                                                  --------        -------     -------     --------
      Total from investment operations .......................    $   0.02        $  1.47     $  1.21     $   0.52
                                                                  --------        -------     -------     --------
   Less distributions declared to shareholders --
    From net investment income ...............................    $  (0.62)       $    --    $  (0.53)    $  (0.23)
    From net realized gain on investments and foreign
     currency transactions ...................................       (0.21)            --       (0.10)          --
    In excess of net realized gain on investments and
     foreign currency transactions ...........................       (0.00)+++         --          --           --
                                                                  --------        -------    --------     --------
      Total distributions declared to shareholders ...........    $  (0.83)       $    --    $  (0.63)    $  (0.23)
                                                                  --------        -------    --------     --------
   Net asset value -- end of period ..........................    $  11.53        $ 12.34    $  10.87     $  10.29
                                                                  --------        -------    --------     --------
   Total return ..............................................       (0.18)%        13.52%      11.80%        5.25%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ...............................................        1.03%          1.01%       1.01%        1.03%+
    Net investment income ....................................        8.67%          8.17%       8.18%        8.17%+
   Portfolio turnover ........................................         146%           139%        135%          32%
   Net assets at end of period (000 omitted) .................    $ 42,890        $30,662    $ 12,994     $  1,946
</TABLE>

   -----------
   *     For the period from the commencement of the series' investment
         operations, July 26, 1995, through December 31, 1995.
   +     Annualized.
   ++    Not annualized.
   +++   Per share amount was less than $0.01.
   #     Per share data are based on average shares outstanding.
   ##    The series has an expense offset arrangement which reduces the series'
         custodian fee based upon the amount of cash maintained by the series
         with its custodian and dividend disbursing agent. The series' expenses
         are calculated without reduction for this expense offset arrangement.
   [sec] Subject to reimbursement by the series, the investment adviser agreed
         to maintain the expenses of the series, exclusive of management fees, 
         at not more than 0.25% of average daily net assets. To the extent
         actual expenses were over/under this limitation, the net investment
         income per share and ratios would have been:

<TABLE>
<S>                                    <C>        <C>         <C>        <C>
    Net investment income ..........   $1.05      $0.93       $0.82      $ 0.20
    Ratios (to average net assets):
     Expenses## ....................     0.96%      1.15%      1.62%      4.38%+
     Net investment income .........     8.74%      8.03%      7.57%      4.82%+
</TABLE>


                                       31
<PAGE>


Appendix A                                                Emerging Growth Series

    
[arrow] Investment Techniques and Practices

        In pursuing its investment objective and investment policies, the
        Emerging Growth Series may engage in the following investment techniques
        and practices, which are described, together with their risks, in the
        SAI. Investment techniques and practices which are the principal focus
        of the series are also described in the Risk Return Summary of the
        Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                               [check mark]
   Loans and Other Direct Indebtedness                          --
   Lower Rated Bonds                                  [check mark]
   Municipal Bonds                                              --
   Speculative Bonds                                  [check mark]
   U.S. Government Securities                         [check mark]
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds
    and PIK Bonds                                     [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                                  --
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities                   --
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products                        --
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End Funds                                     [check mark]
   Closed-End Funds                                   [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                --*
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                                   --
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments                      --
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-1
<PAGE>


Appendix A                                          Capital Opportunities Series

    
[arrow] Investment Techniques and Practices

        In pursuing its investment objective and investment policies, the
        Capital Opportunities Series may engage in the following investment
        techniques and practices, which are described, together with their
        risks, in the SAI. Investment techniques and practices which are the
        principal focus of the series are also described in the Risk Return
        Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                               [check mark]
   Loans and Other Direct Indebtedness                          --
   Lower Rated Bonds                                  [check mark]
   Municipal Bonds                                              --
   Speculative Bonds                                  [check mark]
   U.S. Government Securities                         [check mark]
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and 
    PIK Bonds                                         [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                        [check mark]
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities                   --
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products                        --
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End Funds                                     [check mark]
   Closed-End Funds                                   [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                --*
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                         [check mark]
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments                      --
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-2
<PAGE>


Appendix A                                             Growth With Income Series


[arrow] Investment Techniques and Practices

        In pursuing its investment objectives and investment policies, the
        Growth With Income Series may engage in the following investment
        techniques and practices, which are described, together with their
        risks, in the SAI. Investment techniques and practices which are the
        principal focus of the series are also described in the Risk Return
        Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                               [check mark]
   Loans and Other Direct Indebtedness                          --
   Lower Rated Bonds                                            --
   Municipal Bonds                                              --
   Speculative Bonds                                            --
   U.S. Government Securities                                   --
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and 
     PIK Bonds                                        [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                                  --
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities                   --
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products                        --
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End                                           [check mark]
   Closed-End                                         [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                --*
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                         [check mark]
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments                      --
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-3
<PAGE>


Appendix A                                                  New Discovery Series


[arrow] Investment Techniques and Practices

        In pursuing its investment objective and investment policies, the New
        Discovery Series engage in the following investment techniques and
        practices, which are described, together with their risks, in the SAI.
        Investment techniques and practices which are the principal focus of the
        series are also described in the Risk Return Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                               [check mark]
    Loans and Other Direct Indebtedness                         --
    Lower Rated Bonds                                 [check mark]
    Municipal Bonds                                             --
    Speculative Bonds                                 [check mark]
    U.S. Government Securities                        [check mark]
    Variable and Floating Rate Obligations            [check mark]
    Zero Coupon Bonds, Deferred Interest Bonds and 
       PIK Bonds                                      [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
    Brady Bonds                                                 --
    Depositary Receipts                               [check mark]
    Dollar-Denominated Foreign Debt Securities        [check mark]
    Emerging Markets                                  [check mark]
    Foreign Securities                                [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products              [check mark]
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End                                           [check mark]
   Closed-End                                         [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
    Bank Borrowings                                               *
    Mortgage "Dollar-Roll" Transactions                         --*
    Reverse Repurchase Agreements                               --*
  Options
    Options on Foreign Currencies                     [check mark]
    Options on Futures Contracts                      [check mark]
    Options on Securities                             [check mark]
    Options on Stock Indices                          [check mark]
    Reset Options                                     [check mark]
    "Yield Curve" Options                             [check mark]
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                         [check mark]
  Short Sales Against the Box                         [check mark]
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments            [check mark]
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-4
<PAGE>


Appendix A                                                         Growth Series

[arrow] Investment Techniques and Practices

        In pursuing its investment objective and investment policies, the Growth
        Series may engage in the following investment techniques and practices,
        which are described, together with their risks, in the SAI. Investment
        techniques and practices which are the principal focus of the series are
        also described in the Risk Return Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                                         --
   Loans and Other Direct Indebtedness
   Lower Rated Bonds                                            --
   Municipal Bonds                                              --
   Speculative Bonds                                            --
   U.S. Government Securities                                   --
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and 
    PIK Bonds                                                   --
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                                  --
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities                   --
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products                        --
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
    Open-End Funds                                    [check mark]
    Closed-End Funds                                  [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                --*
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                                   --
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments                      --
  Temporary Borrowing                                 [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                                      --
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-5
<PAGE>


Appendix A                                                   Total Return Series

[arrow] Investment Techniques and Practices

        In pursuing its investment objectives and investment policies, the Total
        Return Series may engage in the following investment techniques and
        practices, which are described, together with their risks, in the SAI.
        Investment techniques and practices which are the principal focus of the
        series are also described in the Risk Return Summary of the Prospectus.


   Symbols        [check mark] permitted      -- not permitted
- --------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                         [check mark]
    Corporate Asset-Backed Securities                 [check mark]
    Mortgage Pass-Through Securities                  [check mark]
    Stripped Mortgage-Backed Securities               [check mark]
   Corporate Securities                               [check mark]
   Loans and Other Direct Indebtedness                [check mark]
   Lower Rated Bonds                                  [check mark]
   Municipal Bonds                                    [check mark]
   Speculative Bonds                                  [check mark]
   U.S. Government Securities                         [check mark]
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and PIK 
    Bonds                                             [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure                         
   Brady Bonds                                        [check mark]
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities         [check mark]
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products              [check mark]
  Inverse Floating Rate Obligations                   [check mark]
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
    Open-End Funds                                    [check mark]
    Closed-End Funds                                  [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                            *
   Reverse Repurchase Agreements                                  *
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                      [check mark]
   "Yield Curve" Options                              [check mark]
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                                   --
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments            [check mark]
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>                                              

     *May be changed only with shareholder approval.


                                      A-6
<PAGE>


Appendix A                                                    High Income Series

[arrow] Investment Techniques and Practices

        In pursuing its investment objective and investment policies, the High
        Income Series may engage in the following investment techniques and
        practices, which are described, together with their risks, in the SAI.
        Investment techniques and practices which are the principal focus of the
        series are also described in the Risk Return Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                         [check mark]
    Corporate Asset-Backed Securities                 [check mark]
    Mortgage Pass-Through Securities                  [check mark]
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                               [check mark]
   Loans and Other Direct Indebtedness                [check mark]
   Lower Rated Bonds                                  [check mark]
   Municipal Bonds                                              --
   Speculative Bonds                                  [check mark]
   U.S. Government Securities                         [check mark]
   Variable and Floating Rate Obligations             [check mark]
   Zero Coupon Bonds, Deferred Interest Bonds and PIK
    Bonds                                             [check mark]
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                        [check mark]
   Depositary Receipts                                          --
   Dollar-Denominated Foreign Debt Securities         [check mark]
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products              [check mark]
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End Funds                                     [check mark]
   Closed-End Funds                                   [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                  *
  Options
   Options on Foreign Currencies                                --
   Options on Futures Contracts                                 --
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                         [check mark]
  Short Sales Against the Box                         [check mark]
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments            [check mark]
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>                                              

     *May be changed only with shareholder approval.


                                      A-7
<PAGE>


Appendix A                                                  Global Equity Series

[arrow] Investment Techniques and Practices

        In pursuing its investment objective, the Global Equity Series may
        engage in the following investment techniques and practices, which are
        described, together with their risks, in the SAI. Investment techniques
        and practices which are the principal focus of the series are also
        described in the Risk Return Summary of the Prospectus.


   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------


<TABLE>
<S>                                                   <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclass
      Pass-Through Securities                                   --
    Corporate Asset-Backed Securities                           --
    Mortgage Pass-Through Securities                            --
    Stripped Mortgage-Backed Securities                         --
   Corporate Securities                                         --
   Loans and Other Direct Indebtedness                          --
   Lower Rated Bonds                                            --
   Municipal Bonds                                              --
   Speculative Bonds                                            --
   U.S. Government Securities                         [check mark]
   Variable and Floating Rate Obligations                       --
   Zero Coupon Bonds, Deferred Interest Bonds
    and PIK Bonds                                               --
  Equity Securities                                   [check mark]
  Foreign Securities Exposure
   Brady Bonds                                                  --
   Depositary Receipts                                [check mark]
   Dollar-Denominated Foreign Debt Securities                   --
   Emerging Markets                                   [check mark]
   Foreign Securities                                 [check mark]
  Forward Contracts                                   [check mark]
  Futures Contracts                                   [check mark]
  Indexed Securities/Structured Products                        --
  Inverse Floating Rate Obligations                             --
</TABLE>

<TABLE>
<S>                                                   <C>
  Investment in Other Investment Companies
   Open-End Funds                                     [check mark]
   Closed-End Funds                                   [check mark]
  Lending of Portfolio Securities                     [check mark]
  Leveraging Transactions
   Bank Borrowings                                              --*
   Mortgage "Dollar-Roll" Transactions                          --*
   Reverse Repurchase Agreements                                --*
  Options
   Options on Foreign Currencies                      [check mark]
   Options on Futures Contracts                       [check mark]
   Options on Securities                              [check mark]
   Options on Stock Indices                           [check mark]
   Reset Options                                                --
   "Yield Curve" Options                                        --
  Repurchase Agreements                               [check mark]
  Restricted Securities                               [check mark]
  Short Sales                                                   --
  Short Sales Against the Box                                   --
  Short Term Instruments                              [check mark]
  Swaps and Related Derivative Instruments                      --
  Temporary Borrowings                                [check mark]
  Temporary Defensive Positions                       [check mark]
  Warrants                                            [check mark]
  "When-Issued" Securities                            [check mark]
</TABLE>

     *May be changed only with shareholder approval.


                                      A-8
<PAGE>

   MFS[RegTM] VARIABLE INSURANCE TRUST(SM)

   If you want more information about the trust and its series, the following
   documents are available free upon request:

   Annual/Semiannual Reports. These reports contain information about the
   series' actual investments. Annual reports discuss the effect of recent
   market conditions and the series' investment strategy on the series'
   performance during its last fiscal year.

   Statement of Additional Information (SAI). The SAI, dated May 1, 1999,
   provides more detailed information about the trust and its series and is
   incorporated into this prospectus by reference.

   You can get free copies of the annual/semiannual reports, the SAI and other
   information about the trust and its series, and make inquiries about the
   trust and its series, by contacting:

      MFS Service Center, Inc.
      2 Avenue de Lafayette
      Boston, MA 02111-1738
      Telephone: 1-800-343-2829, ext. 3500
      Internet: http://www.mfs.com

   Information about the trust and its series (including its prospectus, SAI
   and shareholder reports) can be reviewed and copied at the:

      Public Reference Room
      Securities and Exchange Commission
      Washington, D.C., 20549-6009

   Information on the operation of the Public Reference Room may be obtained
   by calling the Commission at 1-800-SEC-0330. Reports and other information
   about the trust and its series are available on the Commission's Internet
   website at http://www.sec.gov, and copies of this information may be
   obtained, upon payment of a duplicating fee, by writing the Public
   Reference Section at the above address.


       The trust's Investment Company Act file number is 811-8326












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