MFS VARIABLE INSURANCE TRUST
497, 2000-09-21
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[MFS Logo[RegTM]]
INVESTMENT MANAGEMENT

We invented the mutual fund[RegTM]


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

                                                                     Prospectus


  M A Y  1 ,  2 0 0 0                                              Initial Class



  MFS[RegTM] TOTAL RETURN SERIES


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


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


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

II    Risk Return Summary ........................................     2

       1. Total Return Series ....................................     2

III   Certain Investment Strategies and Risks ....................     7

IV    Management of the Series ...................................     7

V     Description of Shares ......................................     8

VI    Other Information ..........................................     8

VII   Financial Highlights .......................................     9

      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). One is 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>
                                                                           Total
                                                                          Return
                                                                          Series
                                                                          ------
   <S>                                                                    <C>
   Management Fee ...................................................     0.75%
   Other Expenses(1) ................................................     0.15%
                                                                          ----
   Total Annual Series Operating Expenses ...........................     0.90%
    Expense Reimbursement ...........................................     N/A
                                                                          ----
    Net Expenses(1) .................................................     0.90%
</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 0.89% for the Total Return Series.



>  Example of Expenses--Initial Class


   This example is intended to help you compare the cost of investing in the
   series with the cost of investing in other mutual funds. This example does
   not take into account the fees and expenses imposed by insurance companies
   through which your investment in the series may be made.

     The example assumes 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>
   Total Return Series        $92         $287         $498        $1,108
</TABLE>



                                       1
<PAGE>


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


   1:  Total Return Series
   -----------------------------------------------------------------------------


>  Investment Objective

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


>  Principal Investment Policies

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

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

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

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

   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.

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

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

     > a decline in the market,

     > poor economic conditions,

     > developments that have affected or may affect the issuer of the
       securities or the issuer's industry, or

   o the market has overlooked them.

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

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

   o a fixed income stream, and

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

   MFS uses a bottom-up, as opposed to a top-down, investment style in managing
   the equity-oriented funds (including the equity portion of the series) it
   advises. This means that securities are selected based upon fundamental
   analysis (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.

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

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


                                       2
<PAGE>


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

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

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


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

   o 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:

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

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


                                       3
<PAGE>


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

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

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

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

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

   o Mortgage and Asset-Backed Securities:

       > Maturity Risk:

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

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

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

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

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

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

   o 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.


                                       4
<PAGE>


>  Bar Chart and Performance Table

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

<TABLE>
<S>           <C>
1996          14.37%
1997          21.30%
1998          12.33%
1999           3.08%
</TABLE>

[End Bar Chart]

     During the period shown in the bar chart, the highest quarterly return was
   9.86% (for the calendar quarter ended June 30, 1997) and the lowest quarterly
   return was (4.64)% (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 broad measures 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>
   Total Return Series--Initial Class                                 3.08%             15.42%
   Standard & Poor's 500 Composite Index**+                          21.04%             28.56%
   Lipper Balanced Index#++                                           9.00%             16.33%
   Lehman Brothers Government/Corporate Bond Index**+++              (2.15)%             7.61%
   Lipper average balanced fund#                                      8.72%             16.24%
</TABLE>

   ---------
   *   Series performance figures are for the period from the commencement of
       the series' investment operations, January 3, 1995, through December 31,
       1999. Index and Lipper average returns are from January 1, 1995.
   **  Source: Standard & Poor's Micropal, Inc.
   #   Source: Lipper 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
       composed of 500 widely held common stocks listed on the NYSE, AMEX and
       OTC market.
   ++  The Lipper Balanced Index is a broad based, unmanaged,
       net-asset-value-weighted index of the largest qualifying mutual funds in
       this Lipper category adjusted for the reinvestment of capital gain
       distributions and income.
   +++ The Lehman Brothers Government/Corporate Bond Index is a broad-based,
       unmanaged, market-value-weighted index of all debt obligations of the
       U.S. Treasury and government-agency securities (excluding mortgage-backed
       securities) and of all publicly issued fixed-rate, nonconvertible,
       investment-grade domestic corporate debt.


                                       5
<PAGE>


>  Portfolio Manager

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










                                       6
<PAGE>


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


>  Further Information on Investment Strategies and Risks


   The 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


   The 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. The series defensive investment position may
   not be effective in protecting its value.



>  Active or Frequent Trading


   The 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 the series with certain financial, legal, compliance,
   shareholder communications and other administrative services. MFS is
   reimbursed by the 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 the series, for
   which it receives compensation from the series.


                                       7
<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 the series' shares is based on its net asset value. The net
   asset value of the 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, the 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 the series' shares may change on
   days when you will not be able to purchase or redeem the shares.



>  Distributions


   The 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. The series of the Trust is treated as a separate corporation
   for federal tax purposes. As long as the series qualifies for treatment as a
   regulated investment company (which the series has done in the past and which
   the series intends to do in the future), it pays no federal income tax on the
   earnings it distributes to shareholders. In addition, the 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. The
   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


                                       8
<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 does 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, the 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 has 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.


                                       9
<PAGE>



   1. Total Return 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 ...................  $ 18.12      $ 16.63      $ 13.71    $ 12.25        $10.00
                                                               --------     -------      -------    -------        ------
   Income from investment operations# --
    Net investment income[sec] ..............................  $  0.53      $  0.53      $  0.52    $  0.46        $ 0.41
    Net realized and unrealized gain on investments and
     foreign currency .......................................     0.05         1.49        2.40        1.30          2.32
                                                               --------     -------      -------    -------        ------
      Total from investment operations ......................  $  0.58      $  2.02      $  2.92    $  1.76        $ 2.73
                                                               --------     -------      -------    -------        ------
   Less distributions declared to shareholders --
    From net investment income ..............................  $  (0.33)    $  (0.24)    $    --    $ (0.21)       $(0.25)
    From net realized gain on investments and foreign
     currency transactions ..................................    ( 0.62)      ( 0.29)         --      (0.09)        (0.23)
                                                               --------     --------     -------    -------        ------
      Total distributions declared to shareholders ..........  $  (0.95)    $  (0.53)    $    --    $ (0.30)       $(0.48)
                                                               --------     --------     -------    -------        ------
   Net asset value -- end of period .........................  $ 17.75      $ 18.12      $ 16.63    $ 13.71        $12.25
                                                               --------     --------     -------    -------        ------
   Total return .............................................      3.08%       12.33%      21.30%     14.37%        27.34%++
   Ratios (to average net assets)/Supplemental data[sec]:
    Expenses## ..............................................      0.90%        1.00%       1.00%      1.00%         1.00%+
    Net investment income ...................................      2.97%        3.05%       3.25%      3.59%         3.83%+
   Portfolio turnover .......................................       112%         100%         93%        76%           16%
   Net assets at end of period (000 omitted) ................  $256,128     $171,182     $75,612    $19,250        $2,797
   [sec] Subject to reimbursement by the Series, the investment adviser voluntarily agreed under a temporary expense
         reimbursement agreement to maintain the expenses of the Series, exclusive of management fees, at not more than
         0.25% of average daily net assets for certain of the periods indicated. To the extent actual expenses were
         over/under this limitation, the net investment income per share and the ratios would have been:

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

   ---------
   *  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.


                                       10
<PAGE>


----------------------                   ---------------------------------------
  A p p e n d i x  A                       T o t a l  R e t u r n  S e r i e s
----------------------                   ---------------------------------------

>  Investment Techniques and Practices

   In pursuing its investment objective and investment policies, the Total
   Return 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>
<S>                               <C>
   Symbols                  X permitted                  -- not permitted
--------------------------------------------------------------------------------
</TABLE>




<TABLE>
<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                                             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                             X
-------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                             <C>
-------------------------------------------------------------------
  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                                                X
   "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                                                      X
  "When-Issued" Securities                                      X
-------------------------------------------------------------------
</TABLE>

  *May be changed only with shareholder approval.

                                      A-1
<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


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