MFS VARIABLE INSURANCE TRUST
497, 1999-05-04
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[LOGO: MFS(RegTM)
       INVESTMENT MANAGEMENT
       75 YEARS
       WE INVENTED THE MUTUAL FUND(RegTM)]

- ---------------------------------------
MFS[RegTM] VARIABLE INSURANCE TRUST(SM)
- ---------------------------------------

MAY 1, 1999                                                           Prospectus

MFS[RegTM] EMERGING GROWTH SERIES
MFS[RegTM] GROWTH WITH INCOME SERIES
MFS[RegTM] HIGH INCOME SERIES

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

This Prospectus describes four 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 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); and

3.  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).

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 ........................................     2
      1. Emerging Growth Series ..................................     2
      2. Growth With Income Series ...............................     4
      3. High Income Series ......................................     6
III   Certain Investment Strategies and Risks ....................     9
IV    Management of the Series ...................................     9
V     Description of Shares ......................................     9
VI    Other Information ..........................................    10
VII   Financial Highlights .......................................    11
      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). Four of these series
   are described below.

- -----------------
I EXPENSE SUMMARY
- -----------------

>  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       With         High
                                                           Growth       Income       Income
                                                           Series       Series       Series
                                                         ----------   ----------   ----------
   <S>                                                      <C>          <C>          <C>
   Management Fee ....................................      0.75%        0.75%        0.75%
   Other Expenses(1) .................................      0.10%        0.13%        0.28%
                                                            ----         ----         ----
   Total Annual Series Operating Expenses(1) .........      0.85%        0.88%        1.03%
</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.


>  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.

   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
   Growth With Income Series      90       281       488       1,084
   High Income Series            105       328       569       1,259
</TABLE>

                                        1
<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
   .............................................................................

>  Investment Objective

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

>  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.

>  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:

      >  have limited product lines, markets and financial resources

      >  are dependent on management by one or a few key individuals

      >  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.

                                        2
<PAGE>

>  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.

   [BEGIN BAR CHART]

   1996       17.02%
   1997       21.90%
   1998       34.16%

   [END 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.

>  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.

                                        3
<PAGE>

   2: Growth With Income Series
   .............................................................................

>  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.

>  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.

>  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:

      >  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.

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

      >  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.

      >  Foreign markets may be less liquid and more volatile than U.S. markets.

      >  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

                                        4
<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.

>  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.

[BEGIN BAR CHART]

1996       24.46%
1997       29.78%
1998       22.32%

[END 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.


>  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.

                                        5
<PAGE>

   3: High Income Series
   .............................................................................

>  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.

>  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.

>  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:

      >  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.

                                        6
<PAGE>

      >  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:

      >  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.

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

      >  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.

      >  Foreign markets may be less liquid and more volatile than U.S. markets.

      >  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.

>  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.

[BEGIN BAR CHART]

1996        11.80%
1997        13.62%
1998        (0.18)%

[END 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).

                                        7
<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: CDA/Wiesenberger. "Life" refers to the period from August 1,
          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 an unmanaged index of
          noninvestment-grade corporate debt.

>  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.

                                        8
<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
- ---------------------------

>  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.

>  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.

>  Distributor

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

>  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.

                                        9
<PAGE>

- --------------------
VI OTHER INFORMATION
- --------------------

>  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 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.

   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.

>  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.

>  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.

>  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.

>  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.

                                       10
<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.

>  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.

>  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.

>  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.

>  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.

                                       11
<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>

                                       12
<PAGE>

   2. 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>

                                       13
<PAGE>

   3. 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>

                                       14
<PAGE>

- ----------                                                ----------------------
Appendix A                                                Emerging Growth Series
- ----------                                                ----------------------

>  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                                       --

  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                                             Growth With Income Series
- ----------                                             -------------------------

>  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                                       --

  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-2
<PAGE>

- ----------                                                    ------------------
Appendix A                                                    High Income Series
- ----------                                                    ------------------

>  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                                       --

  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-3
<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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