MFS VARIABLE INSURANCE TRUST
497, 1999-07-20
Previous: WIRELESS ONE INC, 8-K, 1999-07-20
Next: STATE STREET RESEARCH SECURITIES TRUST, 24F-2NT, 1999-07-20





[MFS 75 YEARS LOGO]




     MFS[RegTM] VARIABLE INSURANCE TRUST (SM)


     MAY 1, 1999

                                                                     Prospectus

     MFS[RegTM] GROWTH WITH INCOME SERIES


     MFS[RegTM] NEW DISCOVERY SERIES


     MFS[RegTM] HIGH INCOME SERIES


     MFS[RegTM] BOND SERIES

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


 1. 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);

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

 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); and

 4. MFS Bond Series seeks primarily to provide as high a level of current income
    as is believed consistent with prudent investment risk and secondarily to
    protect shareholders' capital (referred to as the Bond 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>
<S>   <C>                                                            <C>
                                                                     Page
                               TABLE OF CONTENTS
I     Expense Summary ............................................      1
II    Risk Return Summary ........................................      3
       1. Growth With Income Series ..............................      3
       2. New Discovery Series ...................................      6
       3. High Income Series .....................................      8
       4. Bond Series ............................................     11
III   Certain Investment Strategies and Risks ....................     14
IV    Management of the Series ...................................     14
V     Description of Shares ......................................     15
VI    Other Information ..........................................     15
VII   Financial Highlights .......................................     17
      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 the series are
   described below.


I EXPENSE SUMMARY


o    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
                                                            With              New             High
                                                           Income          Discovery         Income            Bond
                                                           Series           Series           Series           Series
                                                         ----------   ------------------   ----------   ------------------
<S>                                                          <C>             <C>               <C>             <C>
Management Fee .......................................       0.75%            0.90%            0.75%            0.60%
Other Expenses(1) ....................................       0.13%            4.32%            0.28%            0.63%
                                                             ----            -----             ----            -----
Total Annual Series Operating Expenses(1) ............       0.88%            5.22%            1.03%            1.23%
 Expense Reimbursement ...............................         --            (4.05)%(2)          --            (0.21)%(2)
                                                             ----            -----             ----            -----
 Net Expenses(1) .....................................       0.88%            1.17%            1.03%            1.02%
</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 the following percentages of the average daily
     net assets of the series during the current fiscal year: 0.40% for the Bond
     Series, and 0.25% for each remaining series. 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). 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.



                                       1
<PAGE>

o    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>
Growth With Income Series       $ 90     $  281    $  488     $ 1,084
New Discovery Series             119      1,201     2,278       4,949
High Income Series               105        328       569       1,259
Bond Series                      104        370       655       1,470
</TABLE>



                                       2
<PAGE>

II  RISK RETURN SUMMARY


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



     1: Growth With Income Series

     ........................................................................ .
o    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.


o    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.


o    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


                                       3
<PAGE>

           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.


o    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.


     [Tablular representation of Bar Graph]

     1996 = 24.46%
     1997 = 29.78%
     1998 = 22.32%


       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.


                                       4
<PAGE>

o    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>


     2: New Discovery Series

     ........................................................................ .


o    Investment Objective

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

o   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.


o    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:

         - 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 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.

                                       6
<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.


o    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.


o    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.


                                       7
<PAGE>


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



o    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.


o    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.


o    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.


                                       8
<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.


o    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.


[Tablular representation of Bar Graph]

1996  =  11.80%
1997  =  13.62%
1998  =  -0.18%

       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).


                                       9
<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 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.



o    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.


                                       10
<PAGE>


   4: Bond Series
   ............................................................................

o    Investment Objectives

     The series' investment objective is primarily to provide as high a level of
     current income as is believed to be consistent with prudent risk. Its
     secondary objective is to protect shareholders' capital. The series'
     objectives may be changed without shareholder approval.

o    Principal Investment Policies

     The series invests, under normal market conditions, at least 65% of its
     total assets in the following fixed income securities:

     o corporate bonds, which are bonds or other debt obligations issued by
       domestic or foreign (including emerging market) corporations or other
       similar entities.

     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 (including mortgage-backed securities), and

     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.

     While the series may purchase corporate bonds which have been assigned
     lower credit ratings by credit rating agencies (commonly known as junk
     bonds), it focuses on investment grade bonds. These bonds are rated in the
     higher rating categories by credit rating agencies or are unrated and
     considered by MFS to be comparable in quality.

     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.

     The series may invest in derivative securities. Derivatives are securities
     whose value may be based on other securities, currencies, interest rates,
     or indices. Derivatives include:

     o futures and forward contracts,

     o options on futures contracts, foreign currencies, securities and bond
       indices,

     o structured notes and indexed securities, and

     o swaps, caps, collars and floors.


o    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 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, or could lose
       value 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.


                                       11
<PAGE>

     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 Lower Rated Bonds Risk:

         - Higher Credit Risk: Junk bonds are subject to a substantially higher
           degree of credit risk than investment grade 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.

         - 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 Mortgage-Backed and Asset-Backed Securities Risk

         - Maturity Risk:

           + 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.

   [plus sign] 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 do not increase as much as other fixed
               income securities when interest rates fall.

   [plus sign] 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.

           + 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.

           + Asset-Backed Securities: Asset-backed securities have prepayment
             risks similar to mortgage-backed securities.

         - 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 Derivatives Risk:

         - Hedging Risk: When a derivative is used as a hedge against an
           opposite position that the series also holds, any loss generated by
           the derivative should be substantially offset by gains on the hedged
           investment, and vice versa. While hedging can reduce or eliminate
           losses, it can also reduce or eliminate gains.

         - Correlation Risk: When the series uses derivatives to hedge, it takes
           the risk that changes in the value of the derivative will not match
           those of the asset being hedged. Incomplete correlation can result in
           unanticipated losses.

         - Investment Risk: When the series uses derivatives as an investment
           vehicle to gain market exposure, rather than for hedging purposes,
           any loss on the derivative investment will not be offset by gains on
           another hedged investment. The series is therefore directly exposed
           to the risks of that derivative. Gains or losses from derivative
           investments may be substantially greater than the derivative's
           original cost.


                                       12
<PAGE>

         - Availability Risk: Derivatives may not be available to the series
           upon acceptable terms. As a result, the series may be unable to use
           derivatives for hedging or other purposes.

         - Credit Risk: When the series uses derivatives, it is subject to the
           risk that the other party to the agreement will not be able to
           perform.

     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.


o    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.


[Tabular representation of Bar Graph]

1996  =  2.09%
1997  = 10.14%
1998  =  6.79%

       During the period shown in the bar chart, the highest quarterly return
     was 3.96% (for the calendar quarter ended September 30, 1997) and the
     lowest quarterly return was (2.65)% (for the calendar quarter ended March
     31, 1996).


     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>
Bond Series*                                              +6.79%         +6.90%
Lehman Brothers Government/Corporate Bond Index**+        +9.49%         +7.99%
</TABLE>

- ---------
* "Life" refers to the period from the commencement of the series'
   investment operations, October 24, 1995, through December 31, 1998.
** Source: CDA/Wiesenberger. "Life" refers to the period from November 1, 1995,
   through December 31, 1998.
+  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
   debt obligations of domestic corporations.



o    Portfolio Manager


     Geoffrey L. Kurinsky, a Senior Vice President of the Adviser, has been
     employed by the Adviser as a portfolio manager since 1987. Mr. Kurinsky has
     been the series' portfolio manager since its inception.


                                       13
<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

o    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.



o    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.


o    Distributor

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


o   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.


                                       14
<PAGE>

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.


VI  OTHER INFORMATION

o    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. 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.


o    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.



o    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.


o    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.


                                       15
<PAGE>

o    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.

     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.


o    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.


o    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.


o     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.


o    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.



                                       16
<PAGE>

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.


                                       17
<PAGE>


   1. 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>


                                       18
<PAGE>


   2. 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>




                                       19

<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>




                                       20
<PAGE>


   4. Bond 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 ....................   $ 11.08     $10.06       $10.19     $  10.00
                                                                 -------     ------       ------     --------
   Income from investment operations# --
    Net investment income[sec] ...............................   $  0.64     $ 0.64       $ 0.58     $   0.09
    Net realized and unrealized gain (loss) on investments
     and foreign currency ....................................      0.09       0.38        (0.36)        0.21
                                                                 -------     ------       ------     --------
      Total from investment operations .......................   $  0.73     $ 1.02       $ 0.22     $   0.30
                                                                 -------     ------       ------     --------
   Less distributions declared to shareholders --
    From net investment income ...............................   $ (0.29)    $   --       $(0.35)    $  (0.09)
    From net realized gain on investments and foreign
     currency transactions ...................................     (0.14)        --           --        (0.02)
                                                                 -------     ------       ------     --------
      Total distributions declared to shareholders ...........   $ (0.43)    $   --       $(0.35)    $  (0.11)
                                                                 -------     ------       ------     --------
   Net asset value -- end of period ..........................   $ 11.38     $11.08       $10.06     $  10.19
                                                                 -------     ------       ------     --------
   Total return ..............................................      6.79%     10.14%        2.09%        3.02%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ...............................................      1.02%      1.01%        1.03%        1.00%+
    Net investment income ....................................      5.76%      6.04%        5.84%        4.89%+
   Portfolio turnover ........................................       244%       219%         231%          55%
   Net assets at end of period (000 omitted) .................   $12,165     $4,004       $  853     $    228
</TABLE>

   ---------
   *  For the period from the commencement of the series' investment
      operations, October 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. 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 fee, at not
      more than 0.40% 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>         <C>
    Net investment income (loss)# .........  $0.61      $0.37      $(0.26)     $ (0.70)
    Ratios (to average net assets):
     Expenses## ...........................   1.23%      3.58%       9.45%       43.85%+
     Net investment income (loss) .........   5.55%      3.46%      (2.61)%     (37.96)%+
</TABLE>





                                       21
<PAGE>




     Appendix A                                        Growth With Income Series


o    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.


<TABLE>
<S>                               <C>
   Symbols       [check mark] permitted      -- not permitted
- -------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                                                         <C>
  Debt Securities
   Asset-Backed Securities
    Collateralized Mortgage Obligations and Multiclas  s
                                                                --
      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-1
<PAGE>



     Appendix A                                            New Discovery Series


o    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.


<TABLE>
<S>                               <C>
   Symbols       [check mark] permitted                -- not permitted
- --------------------------------------------------------------------------------
</TABLE>




<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-2
<PAGE>



      Appendix A                                             High Income Series


o    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.

<TABLE>
<S>                               <C>
   Symbols       [check mark] permitted               -- not permitted
- -------------------------------------------------------------------------------
</TABLE>




<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
                                                         [check mark]
    Bonds
  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-3
<PAGE>



     Appendix A                                                     Bond Series


o    Investment Techniques and Practices

     In pursuing its investment objectives and investment policies, the Bond
     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.


<TABLE>
<S>                               <C>
   Symbols       [check mark] permitted              -- not permitted
- --------------------------------------------------------------------------------
</TABLE>




<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
                                                        [check mark]
    Bonds
  Equity Securities                                             --
  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                                             [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                                     --
   Reset Options                                                --
   "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                                                      --
  "When-Issued" Securities                              [check mark]
</TABLE>


*May be changed only with shareholder approval.


                                      A-4
<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


                                                   MSG 11/98 224M 90/290/390/890


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission