MFS VARIABLE INSURANCE TRUST, 497, 2000-07-19

MFS VARIABLE INSURANCE TRUST
497, 2000-07-19

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[MFS Logo] MFS[RegTM]
INVESTMENT MANAGEMENT
We invented the mutual fund[RegTM]

----------------------------------------
MFS[RegTM] VARIABLE INSURANCE TRUST [SM] Prospectus
----------------------------------------

MAY 1, 2000 Initial Class

MFS[RegTM] EMERGING GROWTH SERIES
MFS[RegTM] CAPITAL OPPORTUNITIES SERIES
MFS[RegTM] RESEARCH SERIES
MFS[RegTM] NEW DISCOVERY SERIES
MFS[RegTM] GROWTH SERIES
MFS[RegTM] UTILITIES SERIES
MFS[RegTM] BOND SERIES
--------------------------------------------------------------------------------
This Prospectus describes seven series of the MFS Variable Insurance Trust
(referred to as the trust):

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

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

3. MFS Research Series seeks to provide long-term growth of capital and future
income (referred to as the Research Series).

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

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

6. MFS Utilities Series seeks capital growth and current income (income above
that available from a portfolio invested entirely in equity securities)
(referred to as the Utilities Series).

7. MFS Bond Series seeks mainly 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 OF CONTENTS
--------------------

<TABLE>
<CAPTION>
Page
<S> <C> <C>
I Expense Summary ............................................ 1
II Risk Return Summary ........................................ 3
1. Emerging Growth Series ................................. 3
2. Capital Opportunities Series ........................... 6
3. Research Series ........................................ 9
4. New Discovery Series ................................... 11
5. Growth Series .......................................... 14
6. Utilities Series ....................................... 16
7. Bond Series ............................................ 21
III Certain Investment Strategies and Risks .................... 25
IV Management of the Series ................................... 25
V Description of Shares ...................................... 26
VI Other Information .......................................... 26
VII Financial Highlights ....................................... 27
Appendix A -- Investment Techniques and Practices .......... A-1
</TABLE>
<PAGE>

The trust offers shares of its 16 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). Seven of these are
described below.

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

> Expense Table

This table describes the expense that you may pay when you hold initial
class 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>
Emerging Capital New
Growth Opportunities Research Discovery
Series Series Series Series
---------- -------------- ---------- ---------
<S> <C> <C> <C> <C>
Management Fee ................................. 0.75% 0.75% 0.75% 0.90%
Other Expenses(1) .............................. 0.09% 0.27% 0.11% 1.59%
---- ----- ---- -----
Total Annual Series Operating Expenses ......... 0.84% 1.02% 0.86% 2.49%
Expense Reimbursement ......................... N/A (0.11)%(2) N/A (1.42)%(2)
---- ----- --- -----
Net Expenses(1) ............................... 0.84% 0.91% 0.86% 1.07%

<CAPTION>
Growth Utilities Bond
Series Series Series
---------- ----------- ----------
<S> <C> <C> <C>
Management Fee ................................. 0.75% 0.75% 0.60%
Other Expenses(1) .............................. 0.71% 0.16% 0.46%
----- ---- -----
Total Annual Series Operating Expenses ......... 1.46% 0.91% 1.06%
Expense Reimbursement ......................... (0.55)%(2) N/A (0.30)%(2)
----- ---- -----
Net Expenses(1) ............................... 0.91% 0.91% 0.76%
</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. "Other Expenses" do
not take into account these expense reductions, and are therefore higher
than the actual expenses of the series. Had these fee reductions been taken
into account, "Net Expenses" would be lower for certain series and would
equal:
0.83% for Emerging Growth Series
0.90% for Capital Opportunities Series
0.85% for Research Series
1.05% for New Discovery Series
0.90% for Growth Series
0.90% for Utilities Series
0.75% for Bond Series
(2) MFS has contractually agreed, subject to reimbursement, to bear expenses for
these series such that each such series' "Other Expenses" (after taking into
account the expense offset arrangement described above), do not exceed the
following percentages of the average daily net assets of the series during
the current fiscal year:
0.15% for Capital Opportunities Series
0.15% for New Discovery Series
0.15% for Growth Series
0.15% for Bond Series
These contractual fee arrangements will continue until at least May 1, 2001,
unless changed with the consent of the board of trustees which oversees the
series.

1
<PAGE>

> Example of Expenses--Initial Class

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, except that the series'
total operating expenses are assumed to be the series' "Net Expenses"
for the first year, and the series' "Total Annual Series Operating
Expenses" for subsequent years (see the expense table on the previous
page).

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

<TABLE>
<CAPTION>
Period
------------------------------------------
Series 1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Emerging Growth Series $ 86 $268 $ 466 $1,037
Capital Opportunities Series 93 314 553 1,238
Research Series 88 274 477 1,061
New Discovery Series 109 640 1,197 2,719
Growth Series 93 408 745 1,699
Utilities Series 93 290 504 1,120
Bond Series 78 307 556 1,267
</TABLE>

2
<PAGE>

-------------------------
II RISK RETURN SUMMARY
-------------------------

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

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

> Investment Objective

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

> Principal Investment Policies

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

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

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

Emerging growth companies may be of any size, and MFS would expect these
companies to have products, technologies, management, markets and
opportunities which will facilitate earnings growth over time that is well
above the growth rate of the overall economy and the rate of inflation. The
series' investments may include securities listed on a securities exchange
or traded in the over-the-counter (OTC) 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 (such as an analysis
of earnings, cash flows, competitive position and management's abilities)
performed by the series' portfolio manager and MFS' large group of equity
research analysts.

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

The series has engaged and may engage in active and frequent trading to
achieve its principal investment strategies.

> Principal Risks of an Investment

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. The share price of the series generally changes
daily based on market conditions and other factors. Please note that there
are many circumstances which could cause the value of your investment in the
series to decline, and which could prevent the series from achieving its
objective, that are not described here.

The principal risks of investing in the series are:

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

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

> have limited product lines, markets and financial resources

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

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

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

3
<PAGE>

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

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

> All of the risks of investing in foreign securities are heightened
by investing in emerging markets countries.

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

o Active or Frequent Trading Risk: The fund has engaged and 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 as compared to a fund with less
active trading policies. Frequent trading also increases transaction
costs, which could detract from the fund's performance.

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

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

> Bar Chart and Performance Table

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series
performance over time compares with that of one or more broad measures of
market performance. The chart and table provide past performance information
based on calendar year periods. 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.

4
<PAGE>

Bar Chart

The bar chart shows changes in the annual total returns of the series'
initial class, assuming the reinvestment of distributions.

[Start of Bar Chart]

1996 17.02%
1997 21.90%
1998 34.16%
1999 76.71%

[End of Bar Chart]

During the period shown in the bar chart, the highest quarterly return
was 55.05% (for the calendar quarter ended December 31, 1999) and the lowest
quarterly return was (13.11)% (for the calendar quarter ended September 30,
1998).

Performance Table

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

Average Annual Total Returns as of December 31, 1999
............................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
Emerging Growth Series--Initial Class 76.71% 36.44%
Russell 2000 Total Return Index**+ 21.26% 14.06%
Standard & Poor's 500 Composite Index**++ 21.04% 26.53%
</TABLE>
---------
* Series performance figures are for the period from the commencement
of the series' investment operations, July 24, 1995, through December
31, 1999. Index returns are from August 1, 1995.
** Source: Standard & Poor's Micropal, Inc.
+ The Russell 2000 Total Return Index is a broad-based, unmanaged index
comprised of 2,000 of the smallest U.S.-domiciled company common
stocks (on the basis of capitalization) that are traded in the United
States on the New York Stock Exchange (NYSE), the American Stock
Exchange (AMEX), and NASDAQ.
++ The Standard & Poor's 500 Composite Index is a broad-based,
unmanaged, but commonly used measure of common stock total return
performance. It is comprised of 500 widely held common stocks listed
on the NYSE, AMEX and over-the-counter market.

> Portfolio Manager

Toni Y. Shimura, a Senior Vice President of the Adviser, has been employed
in the investment management area of the Adviser since 1987. Ms. Shimura
became portfolio manager of the series on November 30, 1995. John W. Ballen,
Chief Investment Officer and President of MFS, provides general oversight in
the management of the series' portfolio.

5
<PAGE>

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

> Investment Objective

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

> Principal Investment Policies

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

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

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

The series has engaged and may engage in active and frequent trading to
achieve its principal investment strategies.

> Principal Risks of an Investment

The principal risks of investing in the series are:

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

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

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

> 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.

6
<PAGE>

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.

> All of the risks of investing in foreign securities are heightened
by investing in emerging markets countries.

o Active or Frequent Trading Risk: The series has engaged and 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 as compared to a series with less
active trading policies. Frequent trading also increases transaction
costs, which could detract from the series' performance.

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

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

> Bar Chart and Performance Table

Bar Chart

The bar chart shows changes in the annual total returns of the series'
initial class, assuming the reinvestment of distributions.

[Begin Bar Chart]

1997 26.47%
1998 26.80%
1999 47.42%

[End Bar Chart]

During the period shown in the bar chart, the highest quarterly return
was 27.90% (for the calendar quarter ended December 31, 1999) and the lowest
quarterly return was (13.91)% (for the calendar quarter ended September 30,
1998).

7
<PAGE>

Performance Table

Average Annual Total Returns as of December 31, 1999
...........................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
Capital Opportunities Series--Initial Class 47.42% 32.23%
Standard & Poor's 500 Composite Index **+++ 21.04% 29.60%
Average capital appreciation fund++ 41.65% 24.03%
</TABLE>
---------
* Series performance figures are for the period from the commencement
of the series' investment operations on August 14, 1996, through
December 31, 1999. Index and Lipper average returns are from August 1,
1996.
++ Source: Lipper Inc.
+++ Source: Standard and Poor's Micropal, Inc.
** The Standard & Poor's 500 Composite Index is a broad-based, unmanaged
index of common stock total return performance. It is comprised of 500
widely held common stocks listed on the New York Stock Exchange
(NYSE), American Stock Exchange (AMEX) and over-the-counter (OTC)
market. The investment return and principal value of stocks fluctuate
with changes in market conditions. It is not possible to invest
directly in an index.

> Portfolio Manager

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

8
<PAGE>

3: Research Series
..........................................................................

> Investment Objective

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

> Principal Investment Policies

The series invests, under normal market conditions, at least 80% of its total
assets in common stocks and related securities, such as preferred stocks,
convertible securities and depositary receipts. The series focuses on
companies that MFS believes have favorable prospects for long-term growth,
attractive valuations based on current and expected earnings or cash flow,
dominant or growing market share, and superior management. The series may
invest in companies of any size. The series' investments may include
securities traded on securities exchanges or in the over-the-counter markets.

A committee of investment research analysts selects portfolio securities for
the series. This committee includes investment analysts employed not only by
MFS, but also by MFS' investment advisory affiliates. The committee allocates
the series' assets among various industries. Individual analysts then select
what they view as the securities best suited to achieve the series'
investment objective within their assigned industry responsibility.

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

> Principal Risks of an Investment

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 Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those incurred by 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 Foreign Securities 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:

> 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.

9
<PAGE>

be particularly volatile, and foreign governments may intervene in
the currency markets, causing a decline in value or liquidity in the
series' foreign currency holdings. By entering into forward foreign
currency exchange contracts, the series may be required to forego
the benefits of advantageous changes in exchange rates and, in the
case of forward contracts entered into for the purpose of increasing
return, the series may sustain losses which will reduce its gross
income. Forward foreign currency exchange contracts involve the risk
that the party with which the series enters the contract may fail to
perform its obligations to the series.

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

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

> Bar Chart and Performance Table

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series'
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information based
on calendar year periods. 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'
initial class, assuming the reinvestment of distributions.

[Begin Bar Chart]

1996 22.33%
1997 20.26%
1998 23.39%
1999 24.05%

[End of Bar Chart]

During the period shown in the bar chart, the highest quarterly return
was 21.88% (for the calendar quarter ended December 31, 1999) and the lowest
quarterly return was (14.66)% (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, 1999
............................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
Research Series--Initial Class 24.05% 22.86%
Standard & Poor's 500 Composite Index**+ 21.04% 26.53%
</TABLE>
---------
* Series performance figures are for the period from the commencement
of the series' investment operations, July 26, 1995, through December
31, 1999. Index returns are from August 1, 1995.
** Source: Standard & Poor's Micropal, Inc.
+ The Standard & Poor's 500 Composite Index is a broad-based,
unmanaged, but commonly used measure of common stock total return
performance. It is comprised of 500 widely held common stocks listed
on the New York Stock Exchange and over-the-counter market.

> Portfolio Manager

The series is currently managed by a committee comprised of various equity
research analysts employed by the Adviser. This committee includes investment
analysts employed not only by MFS, but also by MFS' investment advisory
affiliates. The committee has managed the series since its inception.

10
<PAGE>

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

> Investment Objective

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

> Principal Investment Policies

The series invests, under normal market conditions, at least 65% of its total
assets in 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

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 (such as
an analysis of earnings, cash flows, competitive position and management's
abilities) performed by the series' portfolio manager and MFS' large group
of equity research analysts.

The series may engage in short sales. In a short sale, the series borrows a
security it does not own and then sells it in anticipation of a fall in the
security's price. The series must replace the security it borrowed by
purchasing the security at its market value at the time of replacement. The
series may also engage in short sales "against the box" where the series
owns or has the right to obtain, at no additinal cost, the securities that
are sold short.

The series has engaged and may engage in active and frequent trading to
achieve its principal investment strategies.

> Principal Risks of an Investment

The principal risks of investing in the series are:

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

o Emerging Growth 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.

11
<PAGE>

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 Short Sales Risk: The series will suffer a loss if it sells a security
short and the value of the security rises rather than falls. Because the
series must purchase the security it borrowed in a short sale at
prevailing market rates, the potential loss may be greater for a short
sale than for a short sale "against the box."

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

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

> Bar Chart and Performance Table

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information based
on calendar year periods. 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'
initial class, assuming the reinvestment of distributions.

[Begin Bar Chart]

1999 73.41%

[End Bar Chart]

During the period shown in the bar chart, the highest quarterly return
was 53.31% (for the calendar quarter ended December 31, 1999) and the lowest
quarterly return was (5.91)% (for the calendar quarter ended September 30,
1999).

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, 1999
............................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
New Discovery Series--Initial Class 73.41% 40.91%
Russell 2000 Total Return Index+** 21.26% 4.01%
</TABLE>
---------
* Series performance figures are for the period from the commencement
of the series' investment operations on May 1, 1998, through December
31, 1999. Index returns are from May 1, 1998.
+ Source: Standard & Poor's Micropal, Inc.
** The Russell 2000 Total Return Index is a broad-based, unmanaged index
comprised of 2,000 of the smallest U.S.-domiciled company common
stocks (on the basis of capitalization) that are traded in the United
Stae on the New York Stock Exchange (NYSE), the American Stock
Exchange (AMEX), and NASDAQ.

12
<PAGE>

> Portfolio Manager

Brian E. Stack, a Senior Vice President of the Adviser, has been employed in
the investment management area of the Adviser since 1993. - Mr. Stack has
been the series' portfolio manager since its inception.

13
<PAGE>

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

> Investment Objective

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

> Principal Investment Policies

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 (such as
an analysis of earnings, cash flows, competitive position and management's
abilities) performed by the series' portfolio manager and MFS' large group
of equity research analysts.

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

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

o a strong industry position, where there is

> potential for high profit margins

> substantial barriers to new entry in the industry

o a strong management with a clearly defined strategy, and

o new products or services

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

> Principal Risks of an Investment

The principal risks of investing in the series are:

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

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

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

14
<PAGE>

> 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.

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

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

> Bar Chart and Performance Table

The bar chart and performance table are not included because the series had
not commenced investment operations as of December 31, 1998 and therefore did
not have a full calendar year of operations at December 31, 1999.

> Portfolio Manager

Stephen Pesek and Thomas D. Barrett are the portfolio managers of the series.
Mr. Pesek, a Senior Vice President of the Adviser, has been a portfolio
manager of the series since its inception and has been employed in the
investment management area of the Adviser since 1994. Mr. Barrett, a Vice
President of the Adviser, became a portfolio manager of the series on May 1,
2000. Mr. Barrett has been employed in the investment management area of the
Adviser since 1996. Prior to joining MFS in 1996, Mr. Barrett had been an
Assistant Vice President and Equity Research Analyst with The Boston Company
Asset Management, Inc.

15
<PAGE>

6: Utilities Series
.............................................................................

> Investment Objective

The series' investment objective is to seek capital growth and current income
(income above that available from a portfolio invested entirely in equity
securities). The series' objective may be changed without shareholder
approval.

> Principal Investment Policies

The series invests, under normal market conditions, at least 65% of its total
assets in equity and debt securities of domestic and foreign companies
(including emerging markets) in the utilities industry. MFS considers a
company to be in the utilities industry if, at the time of investment, MFS
determines that a substantial portion of the company's assets or revenues are
derived from one or more utilities. Securities in which the series invests
are not selected based upon what sector of the utilities industry a company
is in (i.e., electric, gas, telecommunications) or upon a company's
geographic region. Companies in the utilities industry include:

o companies engaged in the manufacture, production, generation,
transmission, sale or distribution of electric, gas or other types of
energy, water or other sanitary services; and

o companies engaged in telecommunications, including telephone, cellular
telephone, telegraph, satellite, microwave, cable television and other
communications media (but not companies engaged in public broadcasting).

The series is a non-diversified mutual fund. This means that the series may
invest a relatively high percentage of its assets in one or a few issuers.

The series has engaged and may engage in active and frequent trading to
achieve its principal investment strategies.

Equity Investments. MFS uses a bottom-up, as opposed to a top-down,
investment style in managing the equity-oriented funds (including the equity
portion of the series) it advises. This means that securities are selected
based upon fundamental analysis (such as an analysis of earnings, cash flows,
competitive position and management's abilities) performed by the series'
portfolio manager and MFS' large group of equity research analysts. In
performing this analysis and selecting securities for the series, MFS places
particular emphasis on each of the following factors:

o the current regulatory environment;

o the strength of the company's management team; and

o the company's growth prospects and valuation relative to its long-term
potential.

Equity securities purchased by the series consist of common stocks,
preferred stocks, convertible securities and depositary receipts. Equity
securities may be listed on a securities exchange or traded in the
over-the-counter markets.

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

o a fixed income stream, and

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

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

o corporate bonds, which are bonds or other debt obligations issued by
corporations or similar entities, including lower rated bonds, commonly
known as junk bonds, which are bonds assigned low credit ratings by
credit rating agencies or which are unrated and considered by MFS to be
comparable in quality to lower rated bonds;

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

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; and

o Junk bonds, which are bonds assigned low credit ratings by credit rating
agencies or which are unrated and considered by MFS to be comparable to
lower rated bonds.

16
<PAGE>

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

Foreign Securities. The series invests in foreign securities (including
emerging markets securities) such as:

o equity securities of foreign companies in the utilities industry,

o fixed income securities of foreign companies in the utilities industry,
and

o fixed income securities issued by foreign governments.

These investments may expose the series to foreign currencies.

> Principal Risks of an Investment

The principal risks of investing in the series are:

o Concentration: The series' investment performance will be closely tied
to the performance of utility companies. Many utility companies,
especially electric and gas and other energy related utility companies,
are subject to various uncertainties, including:

> risks of increases in fuel and other operating costs;

> restrictions on operations and increased costs and delays as a
result of environmental and nuclear safety regulations;

> coping with the general effects of energy conservation;

> technological innovations which may render existing plants,
equipment or products obsolete;

> the potential impact of natural or man-made disasters;

> difficulty obtaining adequate returns on invested capital, even
if frequent rate increases are approved by public service
commissions;

> the high cost of obtaining financing during periods of
inflation;

> difficulties of the capital markets in absorbing utility debt
and equity securities; and

> increased competition.

Furthermore, there are uncertainties resulting from certain
telecommunications companies' diversification into new domestic and
international businesses as well as agreements by many such companies linking
future rate increases to inflation or other factors not directly related to
the active operating profits of the enterprise. Because utility companies are
faced with the same obstacles, issues and regulatory burdens, their
securities may react similarly and more in unison to these or other market
conditions. These price movements may have a larger impact on the series than
on a series with a more broadly diversified portfolio.

o Regulation: The value of utility company securities may decline because
governmental regulation controlling the utilities industry can change.
This regulation may prevent or delay the utility company from passing
along cost increases to its customers. Furthermore, regulatory
authorities may not grant future rate increases. Any increases granted
may not be adequate to permit the payment of dividends on common stocks.

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 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.

17
<PAGE>

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

o Maturity Risk: Interest rate risk will affect the price of a fixed
income security more if the security has a longer maturity because
changes in interest rates are increasingly difficult to predict over
longer periods of time. 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 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.

> 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:

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

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

+ 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.

[dag] 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.

[dag] 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.

> 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.

18
<PAGE>

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

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

> All of the risks of investing in foreign securities are heightened
by investing in emerging market countries.

o Non-Diversified Status Risk: Because the series may invest a higher
percentage of its assets in a small number of issuers, the series is
more susceptible to any single economic, political or regulatory event
affecting those issuers than is a diversified fund.

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

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

> Bar Chart and Performance Table

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information based
on calendar year periods. 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'
initial class, assuming the reinvestment of distributions.

[Begin Bar Chart]

1996 18.51%
1997 31.70%
1998 18.06%
1999 30.81%

[End Bar Chart]

During the period shown in the bar chart, the highest quarterly return
was 21.53% (for the calendar quarter ended December 31, 1999) and the lowest
quarterly return was (3.79)% (for the calendar quarter ended September 30,
1998).

19
<PAGE>

Performance Table

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

Average Annual Total Returns as of December 31, 1999
...........................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
Utilities Series--Initial Class 30.81% 24.46%
Standard & Poor's Utility Index+** (9.12)% 13.75%
</TABLE>

---------
* Series performance figures are for the period from the commencement
of the series' investment operations on January 3, 1995, through
December 31, 1999. Index returns are from January 1, 1995.
+ Source: Standard & Poor's Micropal, Inc.
** The Standard & Poor's Utilities Index is a broad-based, unmanaged,
index representing the market-capitalization-weighted performance of
approximately 43 of the largest utility companies listed on the NYSE.

> Portfolio Manager

20
<PAGE>

7: Bond Series
.............................................................................

> 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.

> 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 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, floors and collars.

Consistent with the series' principal investment policies the series may
invest in foreign securities, and may have exposure to foreign currencies
through its investment in these securities.

The series has engaged and may engage in active and frequent trading to
achieve its principal investment strategies.

> Principal Risks of an Investment

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.

21
<PAGE>

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 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:

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

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.

22
<PAGE>

> 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.

> 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.

> 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.

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.

23
<PAGE>

> Bar Chart and Performance Table

The bar chart and performance table below are intended to indicate some of
the risks of investing in the series by showing changes in the series'
performance over time. The performance table also shows how the series
performance over time compares with that of a broad measure of market
performance. The chart and table provide past performance information based
on calendar year periods. 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'
initial class for each calendar year since they were first offered, assuming
the reinvestment of distributions.

[Begin Bar Chart]

1996 2.09%
1997 10.14%
1998 6.79%
1999 (1.56%)

[End Bar Chart]

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, 1999
............................................................................

<TABLE>
<CAPTION>
1 Year Life*
<S> <C> <C>
Bond Series--Initial Class (1.56)% 4.82%
Lehman Brothers Government/Corporate Bond Index**+ (2.15)% 5.46%
</TABLE>

---------
* Fund performance figures are for the period from the commencement of the
series' investment operations, October 24, 1995, through December 31,
1999. Index returns are from November 1, 1995.
** Source: Standard & Poor's Micropal, Inc.
+ 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.

> Portfolio Manager

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

24
<PAGE>

--------------------------------------------------------------------------------
III CERTAIN INVESTMENT STRATEGIES AND RISKS
--------------------------------------------------------------------------------

> Further Information on Investment Strategies and Risks

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).

> Temporary Defensive Policies

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
position may not be effective in protecting its value.

> Active or Frequent Trading

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 as compared to a series
with less active trading policies. Frequent trading also increases
transaction costs, which could detract from the series' performance.

--------------------------------------------------------------------------------
IV MANAGEMENT OF THE SERIES
--------------------------------------------------------------------------------

> Investment Adviser

Massachusetts Financial Services Company (referred to as MFS or the adviser)
is the investment adviser to each series. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund,
Massachusetts Investors Trust. Net assets under the management of the MFS
organization were approximately $136.7 billion as of December 31, 1999. MFS
is located at 500 Boylston Street, Boston, Massachusetts 02116.

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

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

> Administrator

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

> Distributor

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

> Shareholder Servicing Agent

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

25
<PAGE>

--------------------------------------------------------------------------------
V DESCRIPTION OF SHARES
--------------------------------------------------------------------------------

The trust offers two classes of shares--initial class shares and service
class shares. Initial class shares are offered through this prospectus.
Service class shares, which bear a Rule 12b-1 distribution fee, are
available through a separate prospectus supplement. These shares are
offered 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
--------------------------------------------------------------------------------

> 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). The
New York Stock Exchange is closed on most national holidays and Good Friday.
To determine net asset value, each series values its assets at current market
values, or at fair value as determined by the Adviser under the direction of
the Board of Trustees that oversees the series if current market values are
unavailable. Fair value pricing may be used by a series when current market
values are unavailable or when an event occurs after the close of the
exchange on which the series' portfolio securities are principally traded
that is likely to have changed the value of the securities. The use of fair
value pricing by a series may cause the net asset value of its shares to
differ significantly from the net asset value that would be calculated using
current market values.

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

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

> Distributions

Each series intends to pay substantially all of its net income (including any
realized net capital and net foreign currency gains) to shareholders as
dividends at least annually.

> Tax Considerations

The following discussion is very general. You are urged to consult your tax
adviser regarding the effect that an investment in a series may have on your
tax situation. Each series of the Trust is treated as a separate corporation
for federal tax purposes. As long as a series qualifies for treatment as a
regulated investment company (which each series has done in the past and
which each series intends to do 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
to qualified retirement and pension plans. You should consult with the
insurance company that issued your contract to understand the federal tax
treatment of your investment.

> Right to Reject or Restrict 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. When a series determines
that the level of exchanges on any day may be harmful to its remaining
shareholders, the

26
<PAGE>

series may delay the payment of exchange proceeds for up to seven days to
permit cash to be raised through the orderly liquidation of its portfolio
securities to pay the redemption proceeds. In this case, the purchase side of
the exchange will be delayed until the exchange proceeds are paid by the
redeeming series.

> Excessive Trading Practices

The series do not permit market-timing or other excessive trading practices.
Excessive, short-term (market-timing) trading practices may disrupt portfolio
management strategies and harm series' performance. As noted above, each
series reserves the right to reject or restrict any purchase order (including
exchanges) from any investor. To minimize harm to the series and their
shareholders, the series will exercise these rights if an investor has a
history of excessive trading or if an investor's trading, in the judgment of
the series, has been or may be disruptive to a series. In making this
judgment, the series may consider trading done in multiple accounts under
common ownership or control.

> In-kind distributions

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

> Unique Nature of Series

MFS may serve as the investment adviser to other funds which have investment
goals and principal investment policies and risks similar to those of 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.

> Potential Conflicts

Shares of the series are offered to the separate accounts of insurance
companies that may be affiliated or unaffiliated with MFS and each other
("shared funding") and may serve as the underlying investments for both
variable annuity and variable life insurance contracts ("mixed funding").
Due to differences in tax treatment or other considerations, the interests
of various contract owners might at some time be in conflict. The trust
currently does not foresee any such conflict. Nevertheless, the board of
trustees which oversees the series intends to monitor events in order to
identify any material irreconcilable conflicts which may possibly arise and
to determine what action, if any, should be taken in response. If such a
conflict were to occur, one or more separate accounts of the insurance
companies might be required to withdraw its investments in one or more
series. This might force a series to sell securities at disadvantageous
prices.

--------------------------------------------------------------------------------
VII FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the series'
financial performance for the past five 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.

27
<PAGE>

1. Emerging Growth Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------
1999 1998 1997 1996
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share data (for a share outstanding throughout
each period):
Net asset value -- beginning of period ................... $ 21.47 $ 16.13 $ 13.24 $ 11.41
--------- ------- ------- -------
Income from investment operations# --
Net investment income (loss)[sec] ....................... $ (0.06) $ (0.05) $ (0.06) $ (0.01)
Net realized and unrealized gain on investments and
foreign currency transactions .......................... 16.53 5.55 2.95 1.95
--------- ------- ------- -------
Total from investment operations ...................... $ 16.47 $ 5.50 $ 2.89 $ 1.94
--------- ------- ------- -------
Less distributions declared to shareholders --
From net investment income .............................. $ -- $ -- $ -- $ --
From net realized gain on investments and foreign
currency transactions .................................. -- (0.05) -- (0.06)
In excess of net realized gain on investments and
foreign currency transactions .......................... -- (0.11) -- (0.05)
From paid-in capital .................................... -- -- -- --
--------- ------- ------- -------
Total distributions declared to shareholders .......... $ -- $ (0.16) $ -- $ (0.11)
--------- ------- ------- -------
Net asset value -- end of period ......................... $ 37.94 $ 21.47 $ 16.13 $ 13.24
--------- ------- ------- -------
Total return ............................................. 76.71% 34.16% 21.90% 17.02%
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## .............................................. 0.84% 0.85% 0.90% 1.00%
Net investment income (loss) ............................ (0.23)% (0.29)% (0.38)% (0.08)%
Portfolio turnover ....................................... 176% 71% 112% 96%
Net assets at end of period (000 omitted) ................ $2,132,528 $908,987 $384,480 $104,956

[sec] Prior to January 1, 1998, the investment adviser voluntarily agreed to maintain, subject to reimbursement by
the Series, the expenses of the Series at not more than 1.00% of average daily net assets. To the extent actual
expenses were over or under this limitation, the net investment loss per share and the ratios would have been:

Net investment loss .................................... $(0.05) $(0.03)
Ratios (to average net assets):
Expenses## ............................................ 0.87% 1.16%
Net investment loss ................................... (0.35)% (0.23)%
</TABLE>

----------
* For the period from the commencement of the Series' investment
operations, July 24, 1995, through December 31, 1995.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain offset
arrangements.

<TABLE>
<CAPTION>
Period Ended
December 31,
1995*
-------------------------------------------------------------------------
<S> <C>
Per share data (for a share outstanding throughout
each period):
Net asset value -- beginning of period ................... $ 10.00
---------
Income from investment operations# --
Net investment income (loss)[sec] ....................... $ 0.01
Net realized and unrealized gain on investments and
foreign currency transactions .......................... 1.74
---------
Total from investment operations ...................... $ 1.75
---------
Less distributions declared to shareholders --
From net investment income .............................. $ (0.01)
From net realized gain on investments and foreign
currency transactions .................................. (0.26)
In excess of net realized gain on investments and
foreign currency transactions .......................... --
From paid-in capital .................................... (0.07)
---------
Total distributions declared to shareholders .......... $ (0.34)
---------
Net asset value -- end of period ......................... $ 11.41
---------
Total return ............................................. 17.41%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## .............................................. 1.00%+
Net investment income (loss) ............................ 0.10%+
Portfolio turnover ....................................... 73%
Net assets at end of period (000 omitted) ................ $ 3,869
[sec] Prior to January 1, 1998, the investment adviser voluntarily agreed
to maintain, subject to reimbursement by the Series, the expenses of the
Series at not more than 1.00% of average daily net assets. To the extent
actual expenses were over or under this limitation, the net investment
loss per share and the ratios would have been:

Net investment loss ...................................... $(0.18)
Ratios (to average net assets):
Expenses## ............................................ 2.91%+
Net investment loss ................................... (1.78)%+
</TABLE>

28
<PAGE>

2. Capital Opportunities Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1999 1998 1997 1996*
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share data (for a share outstanding throughout
each period):
Net asset value -- beginning of period .................... $ 14.79 $ 11.68 $ 10.66 $ 10.00
------- ------- ------- --------
Income from investment operations# --
Net investment income (loss)[sec] ........................ $ (0.02) $ 0.03 $ 0.12 $ 0.07
Net realized and unrealized gain on investments and
foreign currency ........................................ 7.02 3.11 2.66 0.88
------- ------- ------- --------
Total from investment operations ....................... $ 7.00 $ 3.14 $ 2.78 $ 0.95
------- ------- ------- --------
Less distributions declared to shareholders --
From net investment income ............................... $ -- $ (0.02) $ (0.09) $ (0.03)
From net realized gain on investments and foreign
currency transactions ................................... (0.05) (0.01) (1.54) (0.21)
In excess of net realized gain on investments and
foreign currency transactions ........................... -- -- -- (0.01)
From capital ............................................. -- -- (0.13) (0.04)
------- -------- ------- --------
Total distributions declared to shareholders ........... $ (0.05) $ (0.03) $ (1.76) $ (0.29)
------- -------- ------- --------
Net asset value -- end of period .......................... $ 21.74 $ 14.79 $ 11.68 $ 10.66
------- -------- ------- --------
Total return .............................................. 47.42% 26.80% 26.47% 8.78%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ............................................... 1.02% 1.02% 1.02% 1.02%+
Net investment income (loss) ............................. (0.13)% 0.21% 0.91% 1.72%+
Portfolio turnover ........................................ 152% 144% 270% 44%
Net assets at end of period (000 omitted) ................. $63,172 $ 23,908 $ 5,660 $ 1,351
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed under a temporary expense reimbursement
agreement to pay all the Series' operating expenses, exclusive of management fees. In consideration, the
Series pays MFS a fee not greater than 0.25% of average daily net assets. To the extent actual expenses were
over this limitation, the net investment income (loss) per share and the ratios would have been:
Net investment income (loss) ............................ $ (0.02) $0.02 $(0.02) $(0.04)
Ratios (to average net assets):
Expenses## ............................................. 1.03 1.11% 2.08% 3.83%+
Net investment income (loss) ........................... (0.15)% 0.12% (0.18)% (1.11)%+
</TABLE>

---------
* For the period from the commencement of the Series' investment
operations, August 14, 1996, through December 31, 1996.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

29
<PAGE>

3. Research Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
------------------------------------------------ December 31,
1999 1998 1997 1996 1995*
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout
each period):
Net asset value -- beginning of period ................... $ 19.05 $ 15.80 $ 13.13 $ 10.89 $ 10.00
-------- -------- -------- --------- --------
Income from investment operations# --
Net investment income[sec] .............................. $ 0.02 $ 0.06 $ 0.05 $ 0.06 $ 0.05
Net realized and unrealized gain on investments and
foreign currency ....................................... 4.52 3.59 2.62 2.37 1.01
-------- -------- -------- --------- --------
Total from investment operations ...................... $ 4.54 $ 3.65 $ 2.67 $ 2.43 $ 1.06
-------- -------- -------- --------- --------
Less distributions declared to shareholders --
From net investment income .............................. $ (0.04) $ (0.03) $ -- $ (0.02) $ (0.03)
From net realized gain on investments and foreign
currency transactions .................................. (0.21) (0.37) -- (0.16) (0.14)
In excess of net realized gain on investments and
foreign currency transactions .......................... -- -- -- (0.01) --
-------- -------- -------- --------- --------
Total distributions declared to shareholders .......... $ (0.25) $ (0.40) $ -- $ (0.19) $ (0.17)
-------- -------- -------- --------- --------
Net asset value -- end of period ......................... $ 23.34 $ 19.05 $ 15.80 $ 13.13 $ 10.89
-------- -------- -------- --------- --------
Total return ............................................. 24.05% 23.39% 20.26% 22.33% 10.62%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## .............................................. 0.86% 0.86% 0.92% 1.01% 1.02%+
Net investment income ................................... 0.08% 0.33% 0.34% 0.47% 1.15%+
Portfolio turnover ....................................... 91% 83% 99% 56% 28%
Net assets at end of period (000 omitted) ................ $883,578 $567,778 $285,845 $ 35,710 $ 2,530
[sec] Prior to January 1, 1998, 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 or under this limitation, the net investment income (loss) per share and the ratios
would have been:
Net investment income (loss) ........................... $ 0.06 $ -- $ (0.08)
Ratios (to average net assets):
Expenses## ............................................ 0.88% 1.48% 3.90%+
Net investment income (loss) .......................... 0.38% -- (1.73)%+
</TABLE>

---------
* For the period from the commencement of the Series' investment
operations, July 26, 1995, through December 31, 1995.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

30
<PAGE>

4. New Discovery Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Year Ended Period Ended
December 31, 1999 December 31, 1998*
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Per share data (for a share outstanding throughout each period):
Net asset value -- beginning of period .............................................. $ 10.22 $ 10.00
------- --------
Income from investment operations# --
Net investment loss[sec] ........................................................... $ (0.09) $ (0.04)
Net realized and unrealized gain on investments and foreign currency ............... 7.53 0.26
------- --------
Total from investment operations ................................................. $ 7.44 $ 0.22
------- --------
Less distributions declared to shareholders from net realized gain on investments and
foreign currency transactions ...................................................... $ (0.39) $ --
------- --------
Net asset value -- end of period .................................................... $ 17.27 $ 10.22
------- --------
Total return ........................................................................ 73.41% 2.20%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ......................................................................... 1.17% 1.17%+
Net investment loss ................................................................ (0.72)% (0.74)%+
Portfolio turnover .................................................................. 185% 130%
Net assets at end of period (000 omitted) ........................................... $18,115 $ 1,138
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed to under a temporary expense offset agreement to pay
all of the Series' operating expenses, exclusive of management fees. In consideration, the Series' pays MFS a fee not
greater than 0.25% of the average daily net assets. To the extent actual expenses were over this limitation, the net
investment loss per share and the ratios would have been:
Net investment loss ............................................................... $(0.25) $(0.28)
Ratios (to average net assets):
Expenses## ....................................................................... 2.49% 5.22%+
Net investment loss .............................................................. (2.04)% (4.79)%+
</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.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

31
<PAGE>

5. Growth Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Period Ended
December 31,1999*
<S> <C>
--------------------------------------------------------------------------------------------

Per share data (for a share outstanding throughout the period):
Net asset value -- beginning of period .................................. $ 10.00
--------
Income from investment operations# --
Net investment income[sec] ............................................. $ 0.06
Net realized and unrealized gain on investments and foreign currency ... 3.94
--------
Total from investment operations ..................................... $ 4.00
--------
Less distributions declared to shareholders
From net investment income ............................................. $ (0.02)
From net realized gain on investments and foreign currency transactions (0.03)
--------
Total distributions declared to shareholders ......................... $ (0.05)
--------
Net asset value -- end of period ........................................ $ 13.95
--------
Total return ............................................................ 40.01%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ............................................................. 1.01%+
Net investment income .................................................. 0.71%+
Portfolio turnover ...................................................... 73%
Net assets at end of period (000 omitted) ............................... $ 18,889
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed under a temporary
expense reimbursement agreement to pay all of the Series' operating expenses, exclusive
of management fee. In consideration, the Series pays MFS a reimbursement
fee not greater than 0.25% of average daily net assets. To the extent actual
expenses were over this limitation, the net investment income per share and
ratios would have been:
Net investment income ................................................. $ 0.02++
Ratios (to average net assets):
Expenses## ........................................................... 1.47%+
Net investment income ................................................ 0.25%+
</TABLE>

---------
* For the period from the commencement of the Series' investment
operations, May 3, 1999, through December 31, 1999.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

32
<PAGE>

6. Utilities Series--Initial Class
.............................................................................

<TABLE>
<CAPTION>
Year Ended December 31, Period Ended
------------------------------------------------ December 31,
1999 1998 1997 1996 1995*
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each
period):
Net asset value -- beginning of period .................... $ 19.82 $ 17.99 $ 13.66 $ 12.57 $ 10.00
-------- ------- ------- ------- --------
Income from investment operations# --
Net investment income[sec] ............................... $ 0.38 $ 0.46 $ 0.44 $ 0.55 $ 0.39
Net realized and unrealized gain on investments and
foreign currency ........................................ 5.40 2.68 3.89 1.78 3.00
-------- ------- ------- ------- --------
Total from investment operations ....................... $ 5.78 $ 3.14 $ 4.33 $ 2.33 $ 3.39
-------- ------- ------- ------- --------
Less distributions declared to shareholders --
From net investment income ............................... $ (0.24) $ (0.24) $ -- $ (0.35) $ (0.24)
From net realized gain on investments and foreign
currency transactions ................................... (1.20) (1.07) -- (0.88) (0.58)
In excess of net realized gain on investments and
foreign currency transactions ........................... -- -- -- (0.01) --
-------- -------- ------- -------- --------
Total distributions declared to shareholders ........... $ (1.44) $ (1.31) $ -- $ (1.24) $ (0.82)
-------- -------- ------- -------- --------
Net asset value -- end of period .......................... $ 24.16 $ 19.82 $ 17.99 $ 13.66 $ 12.57
-------- -------- ------- -------- --------
Total return .............................................. 30.81% 18.06% 31.70% 18.51% 33.94%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ............................................... 1.01% 1.01% 1.00% 1.00% 1.00%+
Net investment income .................................... 1.88% 2.48% 2.92% 4.19% 3.66%+
Portfolio turnover ........................................ 134% 133% 69% 121% 94%
Net assets at end of period (000 omitted) ................. $182,969 $ 81,726 $30,147 $ 9,572 $ 2,373
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed under a temporary expense reimbursement agreement
to pay all of the Series' operating expenses, exclusive of management fees. In consideration, the Series pays MFS
a fee not greater 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:
Net investment income ................................... $0.40 $0.47 $0.41 $0.32 $0.17
Ratios (to average net assets):
Expenses## ............................................. 0.94% 0.98% 1.20% 2.75% 3.08%+
Net investment income .................................. 1.95% 2.51% 2.71% 2.44% 1.62%+
</TABLE>

---------
* For the period from the commencement of the Series' investment
operations, January 3, 1995, through December 31, 1995.
+ Annualized.
++ Not annualized.
# Per share data are based on average shares outstanding.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

33
<PAGE>

7. Bond Series--Initial Class
.........................................................................

<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------
1999 1998 1997 1996
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share data (for a share outstanding throughout each
period):
Net asset value -- beginning of period .................... $ 11.38 $ 11.08 $ 10.06 $ 10.19
--------- ------- -------- -------
Income from investment operations# --
Net investment income[sec] ............................... $ 0.70 $ 0.64 $ 0.64 $ 0.58
Net realized and unrealized gain (loss) on investments
and foreign currency .................................... (0.87) 0.09 0.38 (0.36)
--------- ------- -------- -------
Total from investment operations ....................... $ (0.17) $ 0.73 $ 1.02 $ 0.22
--------- ------- -------- -------
Less distributions declared to shareholders --
From net investment income ............................... $ (0.26) $ (0.29) $ -- $ (0.35)
From net realized gain on investments and foreign
currency transactions ................................... (0.02) (0.14) -- --
In excess of net realized gain on investments and
foreign currency transactions ........................... (0.00)+++ -- -- --
--------- -------- -------- -------
Total distributions declared to shareholders ........... $ (0.28) $ (0.43) $ -- $ (0.35)
--------- -------- -------- -------
Net asset value -- end of period .......................... $ 10.93 $ 11.38 $ 11.08 $ 10.06
--------- -------- -------- -------
Total return .............................................. (1.56)% 6.79% 10.14% 2.09%
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ............................................... 1.01% 1.02% 1.01% 1.03%
Net investment income .................................... 6.26% 5.76% 6.04% 5.84%
Portfolio turnover ........................................ 283% 244% 219% 231%
Net assets at end of period (000 omitted) ................. $ 24,291 $ 12,165 $ 4,004 $ 853
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed under a temporary expense reimbursement
agreement to pay all of the Fund's operating expenses exclusive of management fee. In consideration, the fund
pays MFS a fee not greater than 0.40% of average daily net assets. To the extent that actual expenses were over
this limitation, the net investment income (loss) per share would have been:
Net investment income (loss) ............................ $ 0.69 $ 0.61 $ 0.37 $ (0.26)
Ratios (to average net assets):
Expenses## ............................................. 1.06% 1.23% 3.58% 9.45%
Net investment income (loss) ........................... 6.21% 5.55% 3.46% (2.61)%

<CAPTION>
Period Ended
December 31,
1995*
<S> <C>
----------------------------------------------------------------------------

Per share data (for a share outstanding throughout each
period):
Net asset value -- beginning of period .................... $ 10.00
----------
Income from investment operations# --
Net investment income[sec] ............................... $ 0.09
Net realized and unrealized gain (loss) on investments
and foreign currency .................................... 0.21
----------
Total from investment operations ....................... $ 0.30
----------
Less distributions declared to shareholders --
From net investment income ............................... $ (0.09)
From net realized gain on investments and foreign
currency transactions ................................... (0.02)
In excess of net realized gain on investments and
foreign currency transactions ........................... --
----------
Total distributions declared to shareholders ........... $ (0.11)
----------
Net asset value -- end of period .......................... $ 10.19
----------
Total return .............................................. 3.02%++
Ratios (to average net assets)/Supplemental data[sec]:
Expenses## ............................................... 1.00%+
Net investment income .................................... 4.89%+
Portfolio turnover ........................................ 55%
Net assets at end of period (000 omitted) ................. $ 228
[sec] Subject to reimbursement by the Series, MFS has voluntarily agreed
under a temporary expense reimbursement agreement to pay all of the Fund's
operating expenses exclusive of management fee. In consideration, the fund
pays MFS a fee not greater than 0.40% of average daily net assets. To the
extent that actual expenses were over this limitation, the net investment
income (loss) per share would have been:
Net investment income (loss) ............................ $ (0.70)
Ratios (to average net assets):
Expenses## ............................................. 43.85%+
Net investment income (loss) ........................... (37.96)%+
</TABLE>

---------
* For the period from the commencement of the Series' investment
operations, October 24, 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.
## Ratios do not reflect expense reductions from certain expense offset
arrangements.

34
<PAGE>

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

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<S> <C>
Debt Securities
Asset-Backed Securities
Collateralized Mortgage Obligations and Multiclass
Pass-Through Securities --
Corporate Asset-Backed Securities --
Mortgage Pass-Through Securities --
Stripped Mortgage-Backed Securities --
Corporate Securities -
Loans and Other Direct Indebtedness --
Lower Rated Bonds X
Municipal Bonds --
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds
and PIK Bonds X
Equity Securities X
Foreign Securities Exposure
Brady Bonds --
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities --
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products --
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds X
Closed-End Funds X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices X
Reset Options --
"Yield Curve" Options --
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box --
Short Term Instruments X
Swaps and Related Derivative Instruments --
Temporary Borrowings X
Temporary Defensive Positions X
Warrants X
"When-Issued" Securities X
</TABLE>

*May be changed only with shareholder approval.

A-1
<PAGE>

-------------- --------------------------------
Appendix A Capital Opportunities Series
-------------- --------------------------------

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<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 X
Loans and Other Direct Indebtedness --
Lower Rated Bonds X
Municipal Bonds --
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and PIK
Bonds X
Equity Securities X
Foreign Securities Exposure
Brady Bonds X
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities --
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products --
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds X
Closed-End Funds X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices X
Reset Options --
"Yield Curve" Options --
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box X
Short Term Instruments X
Swaps and Related Derivative Instruments --
Temporary Borrowings X
Temporary Defensive Positions X
Warrants X
"When-Issued" Securities X
</TABLE>

*May be changed only with shareholder approval.

A-2
<PAGE>

-------------- -------------------
Appendix A Research Series
-------------- -------------------

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<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 X
Loans and Other Direct Indebtedness --
Lower Rated Bonds X
Municipal Bonds --
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and PIK
Bonds --
Equity Securities X
Foreign Securities Exposure
Brady Bonds --
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities X
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts --
Indexed Securities/Structured Products X
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds X
Closed-End Funds X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies --
Options on Futures Contracts --
Options on Securities --
Options on Stock Indices --
Reset Options --
"Yield Curve" Options --
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box X
Short Term Instruments X
Swaps and Related Derivative Instruments --
Temporary Borrowings X
Temporary Defensive Positions X
Warrants X
"When-Issued" Securities --
</TABLE>

*May be changed only with shareholder approval.

A-3
<PAGE>

-------------- ------------------------
Appendix A New Discovery Series
-------------- ------------------------

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<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 X
Loans and Other Direct Indebtedness --
Lower Rated Bonds X
Municipal Bonds --
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and PIK
Bonds X
Equity Securities X
Foreign Securities Exposure
Brady Bonds --
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities X
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products X
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End X
Closed-End X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices X
Reset Options X
"Yield Curve" Options X
Repurchase Agreements X
Restricted Securities X
Short Sales X
Short Sales Against the Box X
Short Term Instruments X
Swaps and Related Derivative Instruments X
Temporary Borrowings X
Temporary Defensive Positions X
Warrants X
"When-Issued" Securities X
</TABLE>

*May be changed only with shareholder approval.

A-4
<PAGE>

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

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<S> <C>
Debt Securities
Asset-Backed Securities
Collateralized Mortgage Obligations and Multiclass
Pass-Through Securities --
Corporate Asset-Backed Securities --
Mortgage Pass-Through Securities --
Stripped Mortgage-Backed Securities --
Corporate Securities --
Loans and Other Direct Indebtedness
Lower Rated Bonds --
Municipal Bonds --
Speculative Bonds --
U.S. Government Securities --
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and PIK
Bonds --
Equity Securities X
Foreign Securities Exposure
Brady Bonds --
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities --
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products --
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds X
Closed-End Funds X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices X
Reset Options --
"Yield Curve" Options --
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box --
Short Term Instruments X
Swaps and Related Derivative Instruments --
Temporary Borrowing X
Temporary Defensive Positions X
Warrants --
"When-Issued" Securities X
</TABLE>

*May be changed only with shareholder approval.

A-5
<PAGE>

-------------- --------------------
Appendix A Utilities Series
-------------- --------------------

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<S> <C>
Debt Securities
Asset-Backed Securities X
Collateralized Mortgage Obligations and Multiclass
Pass-Through Securities X
Corporate Asset-Backed Securities X
Mortgage Pass-Through Securities X
Stripped Mortgage-Backed Securities --
Corporate Securities X
Loans and Other Direct Indebtedness X
Lower Rated Bonds X
Municipal Bonds X
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and PIK
Bonds X
Equity Securities X
Foreign Securities Exposure
Brady Bonds X
Depositary Receipts X
Dollar-Denominated Foreign Debt Securities X
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products X
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End X
Closed-End X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions --*
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices X
Reset Options --
"Yield Curve" Options --
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box --
Short Term Instruments X
Swaps and Related Derivative Instruments --
Temporary Borrowings X
Temporary Defensive Positions X
Warrants X
"When-Issued" Securities X
</TABLE>

*May be changed only with shareholder approval.

A-6
<PAGE>

-------------- ---------------
Appendix A Bond Series
-------------- ---------------

> Investment Techniques and Practices

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

<TABLE>
<CAPTION>
Symbols X permitted -- not permitted
-------------------------------------------------------------------
<S> <C>
Debt Securities
Asset-Backed Securities
Collateralized Mortgage Obligations and
Multiclass Pass-Through Securities X
Corporate Asset-Backed Securities X
Mortgage Pass-Through Securities X
Stripped Mortgage-Backed Securities X
Corporate Securities X
Loans and Other Direct Indebtedness X
Lower Rated Bonds X
Municipal Bonds X
Speculative Bonds X
U.S. Government Securities X
Variable and Floating Rate Obligations X
Zero Coupon Bonds, Deferred Interest Bonds and
PIK Bonds X
Equity Securities --
Foreign Securities Exposure
Brady Bonds X
Depositary Receipts --
Dollar-Denominated Foreign Debt Securities X
Emerging Markets X
Foreign Securities X
Forward Contracts X
Futures Contracts X
Indexed Securities/Structured Products X
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End X
Closed-End X
Lending of Portfolio Securities X
Leveraging Transactions
Bank Borrowings --*
Mortgage "Dollar-Roll" Transactions X**
Reverse Repurchase Agreements --*
Options
Options on Foreign Currencies X
Options on Futures Contracts X
Options on Securities X
Options on Stock Indices --
Reset Options --
"Yield Curve" Options X
Repurchase Agreements X
Restricted Securities X
Short Sales --
Short Sales Against the Box --
Short Term Instruments X
Swaps and Related Derivative Instruments X
Temporary Borrowings X
Temporary Defensive Positions X
Warrants --
"When-Issued" Securities X
</TABLE>

* May be changed only with shareholder approval.
** The series will only enter into "covered" mortgage dollar-roll
transactions, meaning that the series segregates liquid securities equal
in value to the securities it will repurchase and does not use these
transactions as a form of leverage.

A-7
<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, 2000,
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., 20549-0102

Information on the operation of the Public Reference Room may be obtained
by calling the Commission at 202-942-8090. Reports and other information
about the trust and its series are available on the EDGAR Databases 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
electronic request at the following E-mail address: [email protected], or
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