MFS Series Trust X – ‘POS AMI’ on 6/16/95

On:  Friday, 6/16/95   ·   As of:  7/13/95   ·   Accession #:  912938-95-167   ·   File #:  811-04492

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Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AMI     Mfs Series Trust X                                   151±   606K 

Document Table of Contents

POS AMI
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As filed with the Securities and Exchange Commission on June  
16, 1995                                                                        
                                               1933 Act File No.
33-1657                                                                         
                                             1940 Act File No.
811-4492                                                                        

====================================================                            
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C.  20549   

_______________   
FORM N-1A   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT           
OF 1933                                                                         

POST-EFFECTIVE AMENDMENT NO. 12   

AND   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY               
ACT OF 1940                                                                     

AMENDMENT NO. 13  

MFS SERIES TRUST X  
(formerly, MFS Government Mortgage Fund)  

(Exact Name of Registrant as Specified in           
Charter)                                                                        

500 Boylston Street, Boston, Massachusetts        
02116                                                                           
(Address of Principal Executive Offices)  

Registrant's Telephone Number, including Area Code:                 
617-954-5000                                                                    
Stephen E. Cavan, Massachusetts Financial Services          
Company                                                                         
500 Boylston Street, Boston, Massachusetts        
02116                                                                           
(Name and Address of Agent for Service)   

APPROXIMATE DATE OF PROPOSED PUBLIC             
OFFERING:                                                                       
It is proposed that this filing will become effective                       
(check appropriate box)                                                         

/ / immediately upon filing pursuant to           
paragraph (b)                                                                   
/ / on [date] pursuant to paragraph (b)           
/ / 60 days after filing pursuant to              
paragraph (a)(i)                                                                
/ / on [date] pursuant to paragraph (a)(i)        
/x/ 75 days after filing pursuant to              
paragraph (a)(ii)                                                               
/ / on [date] pursuant to paragraph (a)(ii)       
of rule 485.If                                                                  
appropriate, check the following box:     

/ / this post-effective amendment designates      
a new effective                                                                 
date for a previously filed post-         
effective amendment                                                             

Pursuant to Rule 24f-2, the Registrant has registered an                        
indefinite number of                                                            
its shares of Beneficial Interest (without par value), under                    
the Securities                                                                  
Act of 1933. The Registrant filed a Rule 24f-2 Notice for                       
its fiscal year                                                                 
ended July 31, 1994 on September 29, 1994 and with respect                      
to its fiscal year                                                              
ended July 31, 1995, will file a Rule 24f-2 Notice on or                        
before October 2,                                                               
1995.                                                                           

============================================================                    
====================                                                            

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MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH       
FUND                                                                            
MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND               
INCOME FUND                                                                     
MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY        
FUND                                                                            

CROSS REFERENCE SHEET   
---------------------   

(Pursuant to Rule 404 showing location in the                     
Prospectus and/or                                                               
Statement of Additional Information of the responses to               
the Items in                                                                    
Parts A and B of Form N-1A)   

                                                                [Download Table]


STATEMENT OF                                                
            ITEM NUMBER                                     
ADDITIONAL                                                  
         FORM N-1A, PART A      PROSPECTUS CAPTION          
INFORMATION                                                 
         -----------------      ------------------          
-----------                                                 
                                                            
                                                            
            1  (a), (b)         Front Cover Page            
*                                                           

            2  (a)              Expense Summary             
*                                                           

               (b), (c)                       *             
*                                                           

            3  (a)                            *             
*                                                           

               (b)                            *             
*                                                           

               (c)              Information Concerning      
Shares                        *                             
                                 of the Funds - Performance 
Information                                                 

               (d)                            *             
*                                                           

            4  (a)              The Funds; Investment       
Objective                      *                            
                                 and Policies;              

               (b), (c)         Investment Objective and    
Policies;                   *                               

            5  (a)              The Funds; Management of the
Funds                   *                                   
                                 - Investment Adviser;      
Management of the                                           
                                 Funds - Sub-Adviser;       
Management of the                                           
                                 Funds - Foreign & Colonial 
Emerging                                                    
                                 Markets Limited            

               (b)              Front Cover Page; -         
Management of the Funds-         *                          
                                 Investment Adviser;        
Management of the                                           
                                 Funds - Sub-Adviser;       
Management of the                                           
                                 Funds - Foreign & Colonial 
Emerging Markets                                            
                                 Limited; Back Cover Page   

               (c), (d)         Management of the Funds-    
Investment                  *                               
                                 Adviser; Management of the 
Funds-Sub-Adviser;                                          
                                 Management of the Funds-   
Foreign &                                                   
                                 Colonial Emerging Markets  
Limited                                                     

               (e)              Management of the Funds -   
*                                                           
                                 Shareholder Servicing      
Agent; Back Cover Page                                      


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                                                                [Download Table]


STATEMENT OF                                                
            ITEM NUMBER                                     
ADDITIONAL                                                  
         FORM N-1A, PART A      PROSPECTUS CAPTION          
INFORMATION                                                 
         -----------------      ------------------          
-----------                                                 
                                                            
                                                            

               (f)              Expense Summary; Information
Concerning Shares       *                                   
                                 of the Funds - Expenses    

               (g)              Investment Techniques -     
Portfolio Trading            *                              

            5A (a), (b), (c)                       *        
*                                                           

            6  (a)              Information Concerning      
Shares                        *                             
                                 of the Funds - Description 
of Shares,                                                  
                                 Voting Rights and          
Liabilities;                                                
                                 Information Concerning     
Shares                                                      
                                 of the Funds - Redemptions 
and                                                         
                                 Repurchases; Information   
                                 Concerning Shares of the   
Funds -                                                     
                                 Purchases; Information     
Concerning                                                  
                                 Shares of the Funds -      
Exchanges                                                   

               (b)                                  *       
*                                                           

               (c), (d)         Information Concerning      
Shares                        *                             
                                 of the Funds - Description 
of Shares,                                                  
                                 Voting Rights and          
Liabilities;                                                

               (e)              Shareholder Services        
*                                                           

               (f)              Information Concerning      
Shares                        *                             
                                 of the Funds -             
Distributions; Shareholder                                  
                                 Services - Distribution    
                                 Options                    

               (g)              Information Concerning      
Shares                        *                             
                                 of the Funds - Tax Status; 
Information                                                 
                                 Concerning Shares of the   
Funds -                                                     
                                 Distributions              

            7  (a)              Front Cover Page; Management
*                                                           
                                 of the Funds - Distributor;
Back                                                        
                                 Cover Page                 

               (b)              Information Concerning      
Shares                        *                             
                                 of the Funds - Purchases;  
Information                                                 
                                 Concerning Shares of the   
Funds -                                                     
                                 Net Asset Value            

               (c)              Information Concerning      
Shares                        *                             
                                 of the Funds - Purchases;  
Information                                                 
                                 Concerning Shares of the   
Funds -                                                     
                                 Exchanges; Shareholder     
Services                                                    


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STATEMENT OF                                                
            ITEM NUMBER                                     
ADDITIONAL                                                  
         FORM N-1A, PART A      PROSPECTUS CAPTION          
INFORMATION                                                 
         -----------------      ------------------          
-----------                                                 
                                                            
                                                            

               (d)              Front Cover Page;           
Information                        *                        
                                 Concerning Shares of the   
Funds -                                                     
                                 Purchases                  

               (e)              Expense Summary; Information
*                                                           
                                 Concerning Shares of the   
                                 Funds - Distribution Plans;
                                 Information Concerning     
Shares                                                      
                                 of the Funds - Expenses    

               (f)              Information Concerning      
Shares                        *                             
                                 of the Funds - Distribution
Plans                                                       

            8  (a)              Information Concerning      
Shares                        *                             
                                 of the Funds - Purchases;  
Information                                                 
                                 Concerning Shares of the   
Funds -                                                     
                                 Redemptions and Repurchases

               (b), (c), (d)    Information Concerning      
Shares                        *                             
                                 of the Funds - Redemptions 
and                                                         
                                 Repurchases                

            9                                      *        
*                                                           


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STATEMENT OF                                                
            ITEM NUMBER                                     
ADDITIONAL                                                  
         FORM N-1A, PART B      PROSPECTUS CAPTION          
INFORMATION                                                 
         -----------------      ------------------          
-----------                                                 
                                                            
                                                            
               10  (a), (b)                    *            
Front Cover Page                                            

               11                              *            
Front Cover Page                                            

               12                              *            
*                                                           

               13  (a), (b), (c)               *            
Investment Policies and                                     

Restrictions                                                

                   (d)                         *            
*                                                           

               14  (a), (b)                    *            
Management of the Funds                                     

                   (c)                         *            
Management of the Funds;                                    

Appendix A                                                  

               15  (a)                         *            
*                                                           

                   (b), (c)                    *            
Management of the Funds                                     

               16  (a)          Management of the Funds     
Management of the Funds                                     

                   (b)          Management of the Funds     
Management of the Funds                                     

                   (c)          Expenses                    
Management of the Funds;                                    

Portfolio Transactions and                                  

Brokerage Commissions                                       

                   (d)                         *            
Management of the Funds                                     

                   (e)                         *            
Portfolio Transactions                                      

and Brokerage Commissions                                   

                   (f)          Information Concerning      
Shares                   Distribution Plans                 
                                 of the Funds - Distribution
Plans                                                       

                   (g)                         *            
*                                                           

                   (h)                         *            
Management of the Funds -                                   

Custodian; Independent                                      

Accountants; Back Cover                                     

Page                                                        

                   (i)                         *            
Management of the Funds -                                   

Shareholder Servicing Agent                                 


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STATEMENT OF                                               
            ITEM NUMBER                                    
ADDITIONAL                                                 
         FORM N-1A, PART A      PROSPECTUS CAPTION         
INFORMATION                                                
         -----------------      ------------------         
-----------                                                
                                                           
                                                           

               17  (a)                         *           
Portfolio Transactions and                                 

Brokerage Commissions                                      

                   (b)                         *           
*                                                          

                   (c), (d), (e)                           
Portfolio Transactions and                                 

Brokerage Commissions                                      

               18  (a)          Information Concerning     
Shares                   Description of Shares, Voting     
                                 of the Funds - Description
of                   Rights and Liabilities                
                                 Shares, Voting Rights and 
                                 Liabilities               

                   (b)                         *           
*                                                          

               19  (a)          Information Concerning     
Shares                   Shareholder Services              
                                 of the Funds - Purchases; 
Shareholder                                                
                                 Services                  

                   (b)          Information Concerning     
Shares                   Management of the Funds -         
                                 of the Funds - Net Asset  
Value;                 Distributor; Net Asset Value        
                                 Information Concerning    
Shares                   and Performance - Net Asset       
                                 of the Funds - Purchases  
Value                                                      

                   (c)                         *           
*                                                          

               20                              *           
Tax Status                                                 

               21  (a)                         *           
Management of the Funds -                                  

Distributor; Distribution                                  

Plans                                                      

                   (b)                         *           
*                                                          

                   (c)                         *           
*                                                          

               22  (a)                         *           
*                                                          

               22  (b)                         *           
Determination of Net Asset                                 

Value and Performance                                      

               23                              *           
Independent Accountants                                    

<FN>                                                       
--------------------------------------                     
        *  Not Applicable                                  


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                                                                [Download Table]
                                       
                                       
MFS(R)/FOREIGN & COLONIAL              
    INTERNATIONAL GROWTH FUND          
MFS(R)/FOREIGN & COLONIAL              
    INTERNATIONAL GROWTH               
    AND INCOME FUND                    
MFS(R)/FOREIGN & COLONIAL              
PROSPECTUS                             
    EMERGING MARKETS                   
September 1, 1995                      
    EQUITY FUND                        
Class A Shares of Beneficial Interest  
(Members of the MFS Family of Funds(R))
Class B Shares of Beneficial Interest  

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

                                                                [Download Table]


PAGE                                                        

----                                                        
                                                            
                                                            
1. Expense                                                  
Summary.....................................................
 ....................    2                                  
2. The                                                      
Funds.......................................................
 ........................    3                              
3. Investment Objective and                                 
Policies....................................................
 ...    4                                                   
       International Growth                                 
Fund........................................................
 ...    4                                                   
       International Growth and Income                      
Fund................................................    4   
       Emerging Markets Equity                              
Fund........................................................
5                                                           
4. Investment                                               
Techniques..................................................
 .................    5                                     
5. Risk                                                     
Factors.....................................................
 .......................   12                               
6. Management of the                                        
Funds.......................................................
 ..........   15                                            
7. Information Concerning Shares of the                     
Funds..............................................   17    

Purchases...................................................
 ........................   17                              

Exchanges...................................................
 ........................   23                              
       Redemptions and                                      
Repurchases.................................................
 ........   23                                              
       Distribution                                         
Plans.......................................................
 ...........   25                                           

Distributions...............................................
 ........................   26                              
       Tax                                                  
Status......................................................
 ....................   26                                  
       Net Asset                                            
Value.......................................................
 ..............   27                                        
       Description of Shares, Voting Rights and             
Liabilities................................   27            
       Performance                                          
Information.................................................
 ............   28                                          

Expenses....................................................
 ........................   28                              
8. Shareholder                                              
Services....................................................
 ................   29                                      
   Appendix A -- Description of Bond                        
Ratings...............................................   32 

MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND (the                           
"International Growth                                                           
Fund") -- The investment objective of the International                         
Growth Fund is capital                                                          
appreciation. The Fund seeks to achieve its investment                          
objective by investing,                                                         
under normal market conditions, at least 65% of its total                       
assets in equity                                                                
securities of companies whose principal activities are                          
outside the U.S. growing                                                        
at rates expected to be well above the growth rate of the                       
overall U.S. economy.                                                           

MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME FUND                     
(the "International                                                             
Growth and Income Fund") -- The investment objective of the                     
International Growth                                                            
and Income Fund is capital appreciation and current income.                     
The Fund seeks to                                                               
achieve its investment objective by investing primarily in                      
equity and fixed                                                                
income securities of issuers whose principal activities are                     
outside the U.S.                                                                

MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND (the                        
"Emerging Markets                                                               
Equity Fund") -- The investment objective of the Emerging                       
Markets Equity Fund is                                                          
capital appreciation. The Fund seeks to achieve its                             
investment objective by                                                         
investing, under normal market conditions, at least 65% of                      
its total assets in                                                             
equity securities of issuers located, or primarily                              
conducting their business, in                                                   
emerging market countries.                                                      

No assurance can be given that the investment objective of                      
the International                                                               
Growth Fund, the International Growth and Income Fund or the                    
Emerging Markets                                                                
Equity Fund (individually or collectively hereinafter                           
referred to as the "Fund"                                                       
or the "Funds") will be achieved.                                               

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Each Fund is a diversified series of MFS Series Trust X (the                    
"Trust"), an                                                                    
open-end management investment company. The minimum initial                     
investment generally                                                            
is $1,000 per account (see "Purchases").                                        

THE FUNDS ARE INTENDED FOR INVESTORS WHO UNDERSTAND AND ARE                     
WILLING TO ACCEPT                                                               
THE RISKS ENTAILED IN SEEKING CAPITAL APPRECIATION AND IN                       
INVESTING IN FOREIGN                                                            
SECURITIES.                                                                     

The Funds' investment adviser and distributor are                               
Massachusetts Financial                                                         
Services Company ("MFS" or the "Adviser") and MFS Fund                          
Distributors, Inc.                                                              
("MFD"), respectively, both of which are located at 500                         
Boylston Street, Boston,                                                        
Massachusetts 02116. Each Fund also has retained as its sub-                    
advisers Foreign &                                                              
Colonial Management Ltd. and Foreign & Colonial Emerging                        
Markets Limited                                                                 
(collectively, the "Sub-Adviser"), both of which are located                    
at Exchange House,                                                              
Primrose Street, London EC2A 2NY, United Kingdom.                               

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR                      
GUARANTEED OR                                                                   
ENDORSED BY, ANY BANK AND THE SHARES ARE NOT FEDERALLY                          
INSURED BY THE FEDERAL                                                          
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR                     
ANY OTHER AGENCY.                                                               

This Prospectus sets forth concisely the information                            
concerning each Fund and                                                        
the Trust that a prospective investor ought to know before                      
investing. The Trust,                                                           
on behalf of the Funds, has filed with the Securities and                       
Exchange Commission                                                             
(the "SEC") a Statement of Additional Information, dated                        
September 1, 1995,                                                              
which contains more detailed information about the Trust and                    
each Fund and is                                                                
incorporated into this Prospectus by reference. See page 30                     
for a further                                                                   
description of the information set forth in the Statement of                    
Additional                                                                      
Information. A copy of the Statement of Additional                              
Information may be obtained                                                     
without charge by contacting the Shareholder Servicing Agent                    
(see back cover for                                                             
address and phone number).                                                      

INVESTORS SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR                   
FUTURE REFERENCE.                                                               

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1. EXPENSE SUMMARY                                                              

                                                                [Download Table]

             SHAREHOLDER TRANSACTION EXPENSES:              
CLASS A SHARES       CLASS B SHARES                         

--------------       --------------                         
                                                            
                                                            
     Maximum Initial Sales Charge Imposed on Purchases of   
       Fund Shares (as a percentage of offering price)......
4.75%                 0.00%                                 
     Maximum Contingent Deferred Sales Charge (as a         
       percentage of original purchase price or redemption  
       proceeds, as applicable).............................
See Below(1)            4.00%                               

ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF                                   

AVERAGE DAILY NET ASSETS):(2)                                               

                                                                [Download Table]


CLASS A SHARES                                              
                                                 -----------
---------------------------------------------------         

INTERNATIONAL GROWTH   INTERNATIONAL GROWTH   EMERGING      
MARKETS                                                     

FUND             AND INCOME FUND        EQUITY FUND         
                                                 -----------
---------   --------------------   ----------------         
                                                            
                                                            
     Management Fees..........................              
1.00%                  1.00%                1.25%           
     Rule 12b-1 Fees(3).......................              
0.50%                  0.50%                0.50%           
     Other Expenses (after expense                          
       reimbursement).........................              
0.53%                  0.58%                0.75%(4)        
                                                        ----
-                  -----                -----               
     Total Operating Expenses (after expense                
       reimbursement).........................              
2.03%                  2.08%                2.50%(4)        

                                                                [Download Table]


CLASS B SHARES                                              
                                                 -----------
---------------------------------------------------         

INTERNATIONAL GROWTH   INTERNATIONAL GROWTH   EMERGING      
MARKETS                                                     

FUND             AND INCOME FUND        EQUITY FUND         
                                                 -----------
---------   --------------------   ----------------         
                                                            
                                                            
     Management Fees..........................              
1.00%                  1.00%                1.25%           
     Rule 12b-1 Fees(5).......................              
1.00%                  1.00%                1.00%           
     Other Expenses (after expense                          
       reimbursement).........................              
0.60%                  0.65%                0.82%(4)        
                                                        ----
-                  -----                -----               
     Total Operating Expenses (after expense                
       reimbursement).........................              
2.60%                  2.65%                3.07%(4)        

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

(1) Purchases of $1 million or more are not subject to an                       
initial sales charge;                                                           
however, a contingent deferred sales charge ("CDSC") of                 
1% will be imposed                                                              
on such purchases in the event of certain redemption                    
transactions within 12                                                          
months following such purchases. See "Purchases" below.                 

(2) "Other Expenses" and "Total Operating Expenses" are                         
based on estimates for                                                          
each Fund's fiscal year ending July 31, 1996.                           

(3) Each Fund has adopted a Distribution Plan for its Class                     
A shares in                                                                     
accordance with Rule 12b-1 under the Investment Company                 
Act of 1940, as                                                                 
amended (the "1940 Act"), which provides that it will                   
pay distribution/                                                               
service fees aggregating up to (but not necessarily all                 
of) 0.50% per annum                                                             
of the average daily net assets attributable to each                    
Fund's Class A shares.                                                          
See "Distribution Plans" below. After a substantial                     
period of time,                                                                 
distribution expenses paid under these Plans, together                  
with the initial                                                                
sales charge, may total more than the maximum sales                     
charge that would have                                                          
been permissible if imposed entirely as an initial sales                
charge.                                                                         

(4) MFS has agreed to bear, subject to reimbursement by the                     
Emerging Markets                                                                
Equity Fund, until December 31, 2005, expenses of each                  
class of shares of                                                              
the Fund such that the aggregate expenses of the                        
Emerging Markets Equity                                                         
Fund's Class A shares and Class B shares do not exceed                  
2.50% and 3.07%,                                                                
respectively, of the Fund's average daily net assets on                 
an annualized basis.                                                            
This arrangement may be terminated or revised by MFS at                 
any time. See                                                                   
"Information Concerning Shares of the Funds -- Expenses"                
below. Absent this                                                              
expense arrangement, estimated "Other Expenses" and                     
"Total Operating                                                                
Expenses" for the Emerging Markets Equity Fund's Class A                
shares would be                                                                 
0.86% and 2.61%, respectively, and estimated "Operating                 
Expenses" and "Total                                                            
Operating Expenses" for the Emerging Markets Equity                     
Fund's Class B shares                                                           
would be 0.93% and 3.18%, respectively.                                 

(5) Each Fund has adopted a Distribution Plan for its Class                     
B shares in                                                                     
accordance with Rule 12b-1 under the 1940 Act, which                    
provides that it will                                                           
pay distribution/service fees aggregating up to (but not                
necessarily all of)                                                             
1.00% per annum of the average daily net assets                         
attributable to each Fund's                                                     
Class B shares. See "Distribution Plans" below. After a                 
substantial period                                                              
of time, distribution expenses paid under these Plans,                  
together with any                                                               
CDSC                                                                    

 2

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payable upon redemption of Class B shares, may total                    
more than the maximum                                                           
sales charge that would have been permissible if imposed                
entirely as an                                                                  
initial sales charge.                                                   

   EXAMPLE OF EXPENSES

An investor would pay the following dollar amounts of                           
expenses on a $1,000                                                            
investment in each Fund, assuming (a) 5% annual return and,                     
unless otherwise                                                                
noted, (b) redemption at the end of each of the time periods                    
indicated:                                                                      

                                                                [Download Table]


INTERNATIONAL GROWTH FUND                                   
                                                           -
--------------------------------                            
                          PERIOD                            
CLASS A             CLASS B                                 
    ---------------------------------------------------    -
------       -------------------                            
                                                            
                                                            

(1)                                                         
     1 year............................................     
$  67         $  66        $26                              
     3 years...........................................     
108           111         81                                

                                                                [Download Table]


INTERNATIONAL GROWTH AND INCOME                             

FUND                                                        
                                                           -
--------------------------------                            
                          PERIOD                            
CLASS A             CLASS B                                 
    ---------------------------------------------------    -
------       -------------------                            
                                                            
                                                            

(1)                                                         
     1 year............................................     
$  68         $  67       $  27                             
     3 years...........................................     
110           112          82                               

                                                                [Download Table]


EMERGING MARKETS EQUITY FUND                                
                                                           -
--------------------------------                            
                          PERIOD                            
CLASS A             CLASS B                                 
    ---------------------------------------------------    -
------       -------------------                            
                                                            
                                                            

(1)                                                         
     1 year............................................     
$  72         $  71       $  31                             
     3 years...........................................     
122           125          95                               

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

(1) Assumes no redemption.                                                      

The purpose of the expense table above is to assist                     
investors in                                                                    
understanding the various costs and expenses that a                             
shareholder of each Fund                                                        
will bear directly or indirectly. More complete descriptions                    
of the following                                                                
Fund expenses are set forth in the following sections: (i)                      
varying sales charges                                                           
on share purchases -- "Purchases"; (ii) varying CDSCs --                        
"Purchases";                                                                    
(iii) management fees -- "Management of the Funds"; and (iv)                    
Rule 12b-1 (i.e.,                                                               
distribution plan) fees -- "Distribution Plans."                                

THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A                        
REPRESENTATION OF PAST                                                          
OR FUTURE EXPENSES OF ANY FUND; ACTUAL EXPENSES MAY BE                          
GREATER OR LESS THAN                                                            
THOSE SHOWN.                                                                    

2. THE FUNDS                                                                    

Each Fund is a diversified series of the Trust, an open-end                     
management                                                                      
investment company which was organized as a business trust                      
under the laws of The                                                           
Commonwealth of Massachusetts in 1985. The Trust presently                      
consists of four                                                                
series, each of which represents a portfolio with separate                      
investment policies.                                                            
This Prospectus relates to the International Growth Fund,                       
the International                                                               
Growth and Income Fund and the Emerging Markets Equity Fund.                    
Shares of the other                                                             
series of the Trust, MFS Government Mortgage Fund, are                          
offered and sold pursuant                                                       
to a separate prospectus and statement of additional                            
information. It is                                                              
anticipated that each Fund will commence offering its shares                    
to the public on or                                                             
about September   , 1995. Shares of each Fund are sold                          
continuously to the                                                             
public. It is anticipated, however, that on or about                            
November 3, 1995 each Fund                                                      
will cease offering its shares to new investors (except for                     
existing                                                                        
shareholders of the relevant Fund and participants                              
contributing to retirement                                                      
plans qualified under Section 401(a) or 403(b) of the                           
Internal Revenue Code of                                                        
1986, as amended) for a period of time. Two classes of                          
shares of each Fund                                                             
currently are offered to the general public. Class A shares                     
are offered at net                                                              
asset value plus an initial sales charge (or a CDSC in the                      
case of certain                                                                 
purchases of $1 million or more) and subject to a                               
Distribution Plan providing                                                     
for an                                                                          

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annual distribution fee and a service fee. Class B shares                       
are offered at net                                                              
asset value without an initial sales charge but subject to a                    
CDSC and                                                                        
Distribution Plan providing for an annual distribution fee                      
and service fee which                                                           
are greater than the Class A distribution fee and service                       
fee; Class B shares                                                             
will convert to Class A shares approximately eight years                        
after purchase.                                                                 

The Trust's Board of Trustees provides broad supervision                        
over the affairs of the                                                         
Funds. The Adviser is responsible for the management of each                    
Fund's assets                                                                   
(including supervision of the Sub-Adviser) and the officers                     
of the Trust are                                                                
responsible for the operations of each Fund. The Adviser                        
manages each portfolio                                                          
from day to day in accordance with each Fund's investment                       
objective and                                                                   
policies. A majority of the Trustees are not affiliated with                    
the Adviser or the                                                              
Sub-Adviser. The Trust also offers to buy back (redeem)                         
shares of each Fund from                                                        
shareholders at any time at net asset value, less any                           
applicable CDSC.                                                                

3. INVESTMENT OBJECTIVE AND POLICIES                                            

Each Fund has a different investment objective which it                         
pursues through separate                                                        
investment policies, as described below. The differences in                     
objectives and                                                                  
policies among the Funds can be expected to affect the                          
market and financial risk                                                       
to which each Fund is subject and the performance of each                       
Fund. The investment                                                            
objective and policies of each Fund may, unless otherwise                       
specifically stated,                                                            
be changed by the Trustees of the Trust without a vote of                       
the shareholders. A                                                             
change in a Fund's objective may result in the Fund having                      
an investment                                                                   
objective different from the objective which the shareholder                    
considered                                                                      
appropriate at the time of investment in the Fund. Any                          
investment involves risk                                                        
and there is no assurance that the investment objective of                      
any Fund will be                                                                
achieved.                                                                       

INTERNATIONAL GROWTH FUND -- The International Growth Fund's                    
investment                                                                      
objective is to seek capital appreciation. The Fund seeks to                    
achieve its                                                                     
objective by investing, under normal market conditions, at                      
least 65% of its                                                                
total assets in equity securities of companies whose                            
principal activities are                                                        
outside the U.S. growing at rates expected to be well above                     
the growth rate of                                                              
the overall U.S. economy. The foreign growth securities in                      
which the Fund may                                                              
invest include securities of more established companies                         
which represent                                                                 
opportunities for long-term growth. See "Investment                             
Techniques -- Foreign Growth                                                    
Securities" below. The selection of securities is made                          
solely on the basis of                                                          
potential for capital appreciation. Dividend and interest                       
income from portfolio                                                           
securities, if any, is incidental to the Fund's investment                      
objective of capital                                                            
appreciation.                                                                   

The Fund may invest up to 25% of its total assets in                            
securities of issuers                                                           
located, or primarily conducting their business, in emerging                    
market countries.                                                               
See "Investment Techniques -- Emerging Market Securities"                       
below.                                                                          

While the Fund intends to invest primarily in equity                            
securities, the Fund may                                                        
also invest up to 35% of its total assets (and generally                        
expects to invest not                                                           
more than 20% of its total assets) in fixed income                              
securities of government,                                                       
government-related, supranational and corporate issuers                         
whose principal                                                                 
activities are outside the U.S., including up to 10% of its                     
total assets in                                                                 
fixed income securities rated Ba or lower by Moody's                            
Investors Service, Inc.                                                         
("Moody's") or BB or lower by Standard & Poor's Rating Group                    
("S&P") or Fitch                                                                
Investors Service, Inc. ("Fitch") and comparable unrated                        
securities. See "Risk                                                           
Factors -- Lower Rated Fixed Income Securities" below. The                      
Adviser and                                                                     
Sub-Adviser consider a variety of factors in selecting fixed                    
income securities                                                               
to achieve capital appreciation, including the                                  
creditworthiness of issuers,                                                    
interest rates and currency exchange rates.                                     

It is anticipated that initially approximately 75% of the                       
Fund's assets will be                                                           
invested in foreign growth securities (including 30% in                         
securities of                                                                   
established companies) and approximately 25% of its assets                      
will be invested in                                                             
emerging market securities. Such allocation will change from                    
time to time.                                                                   

INTERNATIONAL GROWTH AND INCOME FUND -- The International                       
Growth and Income                                                               
Fund's investment objective is to seek capital appreciation                     
and current income.                                                             
The Fund seeks to achieve its objective by investing                            
primarily in equity and                                                         
fixed income securities of issuers whose principal                              
activities are outside the                                                      
U.S.                                                                            

The Fund will invest, under normal market conditions, at                        
least 65% of its total                                                          
assets (and generally expects to invest a substantial                           
portion of its total                                                            
assets) in a combination of the following:                                      

(a) equity securities of foreign "blue chip" companies and                  
foreign growth                                                                  
companies. See "Investment Techniques -- Foreign                    
Growth Securities" below.                                                       
The Fund considers a security to be "blue chip" if the              
total equity market                                                             
capitalization of the issuer is at least U.S. $1                    
billion; and                                                                    

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(b) fixed income securities of government, government-                      
related, supranational                                                          
and corporate issuers whose principal activities are                
outside the U.S. The                                                            
Fund may invest up to 50% (and generally expects to                 
invest between 25% and                                                          
30%) of its total assets in fixed income securities,                
including up to 25%                                                             
of its total assets in fixed income securities rated                
below Ba or lower by                                                            
Moody's or BB or lower by S&P or Fitch and comparable               
unrated securities.                                                             
See "Risk Factors -- Lower Rated Fixed Income                       
Securities" below.                                                              

The Fund may invest up to 10% of its total assets in                            
securities of issuers                                                           
located, or primarily conducting their business, in emerging                    
market countries.                                                               
See "Investment Techniques -- Emerging Market Securities"                       
below.                                                                          

EMERGING MARKETS EQUITY FUND -- The Emerging Markets Equity                     
Fund's investment                                                               
objective is to seek capital appreciation. The Fund seeks to                    
achieve its                                                                     
objective by investing, under normal market conditions, at                      
least 65% of its                                                                
total assets in equity securities of issuers located, or                        
primarily conducting                                                            
their business, in emerging market countries. The Adviser                       
and the Sub-Adviser                                                             
expect to take a global approach to portfolio management by                     
weighting the Fund's                                                            
investments towards countries in Latin America, Asia,                           
Africa, the Middle East                                                         
and the developing countries of Europe, primarily in Eastern                    
Europe. See                                                                     
"Investment Techniques -- Emerging Market Securities" below.                    
The selection of                                                                
securities is made solely on the basis of potential for                         
capital appreciation.                                                           
Dividend and interest income from portfolio securities, if                      
any, is incidental to                                                           
the Fund's investment objective of capital appreciation.                        

While the Fund intends to invest primarily in equity                            
securities, the Fund may                                                        
also invest up to 35% of its total assets in fixed income                       
securities of                                                                   
government, government-related, supranational and corporate                     
issuers whose                                                                   
principal activities are outside the U.S., rated Ba or lower                    
by Moody's or BB or                                                             
lower by S&P or Fitch and comparable unrated securities. See                    
"Risk Factors --                                                                
Lower Rated Fixed Income Securities" below. The Adviser and                     
the Sub-Adviser                                                                 
consider a variety of factors in selecting fixed income                         
securities to achieve                                                           
capital appreciation, including the creditworthiness of                         
issuers, interest rates                                                         
and currency exchange rates.                                                    

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

The Funds do not intend to emphasize any particular country                     
or region in making                                                             
their investments, but under normal market conditions, each                     
Fund will be                                                                    
invested in at least three countries (outside the U.S.).                        
Each Fund will seek to                                                          
reduce risk by investing its assets in a number of markets                      
and issuers,                                                                    
performing credit analyses of potential investments and                         
monitoring current                                                              
developments and trends in both the international economy                       
and financial markets.                                                          

Each Fund may invest in all types of equity securities,                         
including the following:                                                        
common stocks, preferred stocks and preference stocks;                          
securities such as bonds,                                                       
warrants or rights that are convertible into stocks; and                        
depositary receipts for                                                         
those securities. These securities may be listed on                             
securities exchanges, traded                                                    
in various over-the-counter markets or have no organized                        
market.                                                                         

For defensive reasons or during times of international                          
political or economic                                                           
uncertainty or turmoil, most or all of each Fund's                              
investments may be in cash                                                      
(U.S. dollars, foreign currencies or multinational currency                     
units) and/or                                                                   
securities that are denominated in U.S. dollars or whose                        
issuers are domiciled                                                           
in the U.S. Each Fund is not restricted as to the portions                      
of its assets which                                                             
may be invested in securities denominated in a particular                       
currency and up to                                                              
100% of each Fund's total assets may be invested in                             
securities denominated in                                                       
foreign currencies and multinational currency units.                            

4. INVESTMENT TECHNIQUES                                                        

Consistent with each Fund's investment objective and                            
policies, each Fund may                                                         
engage in the following investment techniques, many of which                    
are described more                                                              
fully in the Statement of Additional Information. See                           
"Investment Policies and                                                        
Restrictions" in the Statement of Additional Information.                       

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FOREIGN GROWTH SECURITIES                                                       

Each Fund may invest in securities of foreign growth                            
companies, including                                                            
established foreign companies, 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 or which otherwise represent opportunities for                      
long-term growth. See                                                           
"Risk Factors" below. It is anticipated that these companies                    
will primarily be                                                               
in nations with more developed securities markets, such as                      
Japan, Australia,                                                               
Canada, New Zealand and most Western European countries,                        
including Great                                                                 
Britain.                                                                        

EMERGING MARKET SECURITIES                                                      

Each Fund may invest in securities of issuers located in                        
countries or regions                                                            
with relatively low gross national product per capita                           
compared to the world's                                                         
major economies, and in countries or regions with the                           
potential for rapid                                                             
economic growth (emerging markets). Emerging markets will                       
include any country:                                                            
(i) having an "emerging stock market" as defined by the                         
International Finance                                                           
Corporation; (ii) with low- to middle-income economies                          
according to the                                                                
International Bank for Reconstruction and Development (the                      
World Bank); (iii)                                                              
listed in World Bank publications as developing; or (iv)                        
determined by the                                                               
Adviser or the Sub-Adviser to be an emerging market as                          
defined above. Each Fund                                                        
may invest in securities of: (i) companies the principal                        
securities trading                                                              
market for which is an emerging market country; (ii)                            
companies organized under                                                       
the laws of, and with a principal office in, an emerging                        
market country; (iii)                                                           
companies whose principal activities are located in emerging                    
market countries;                                                               
or (iv) companies traded in any market that derive 50% or                       
more of their total                                                             
revenue from either goods or services produced in an                            
emerging market or sold in                                                      
an emerging market. See "Risk Factors -- Emerging Markets"                      
below.                                                                          

FIXED INCOME SECURITIES:  Fixed income securities in which                      
each Fund may invest                                                            
include all types of long- or short-term debt obligations,                      
such as bonds, notes,                                                           
bills, debentures, loans, loan assignments and commercial                       
paper. Each Fund may                                                            
invest in emerging market fixed income securities, which, in                    
addition to the                                                                 
securities identified above, may take the form of interests                     
issued by entities                                                              
organized and operated for the purpose of restructuring the                     
investment                                                                      
characteristics of instruments issued by emerging market                        
country issuers. Fixed                                                          
income securities in which each Fund may invest include                         
securities in the lower                                                         
rating categories of recognized rating agencies and                             
comparable unrated                                                              
securities. See "Risk Factors" below. The International                         
Growth Fund will not                                                            
invest more than 10% of its total assets, the International                     
Growth and Income                                                               
Fund will not invest more than 25% of its total assets and                      
the Emerging Markets                                                            
Equity Fund will not invest more than 35% of its total                          
assets, in fixed income                                                         
securities rated Ba or lower by Moody's or BB or lower by                       
S&P or Fitch and                                                                
comparable unrated securities. See "Risk Factors -- Lower                       
Rated Fixed Income                                                              
Securities" below. However, because most foreign fixed                          
income securities are not                                                       
rated, a Fund will invest in foreign fixed income securities                    
primarily based on                                                              
the Adviser's or the Sub-Adviser's credit analysis without                      
relying on published                                                            
ratings.                                                                        

INVESTMENT IN OTHER INVESTMENT COMPANIES:  Each Fund may                        
invest in other                                                                 
investment companies to the extent permitted by the 1940 Act                    
(i) as a means by                                                               
which the Fund may invest in securities of certain countries                    
which do not                                                                    
otherwise permit investment, (ii) as a means to purchase                        
thinly traded                                                                   
securities of emerging market companies, or (iii) when the                      
Adviser or the                                                                  
Sub-Adviser believes such investments may be more                               
advantageous to the Fund than                                                   
a direct market purchase of securities. If a Fund invests in                    
such investment                                                                 
companies, the Fund's shareholders will bear not only their                     
proportionate share                                                             
of the expenses of the Fund (including operating expenses                       
and the fees of the                                                             
Adviser) but also will indirectly bear similar expenses of                      
the underlying                                                                  
investment companies.                                                           

PRIVATIZATIONS:  The governments in some countries,                             
including emerging market                                                       
countries, have been engaged in programs of selling part or                     
all of their stakes                                                             
in government owned or controlled enterprises                                   
("privatizations"). Each Fund may                                               
invest in privatizations. In certain countries, the ability                     
of foreign entities                                                             
to participate in privatizations may be limited by local law                    
and the terms on                                                                
which the foreign entities may be permitted to participate                      
may be less                                                                     
advantageous than those afforded local investors.                               

DEPOSITARY RECEIPTS:  Each Fund may invest in American                          
Depositary Receipts                                                             
("ADRs"), Global Depositary Receipts ("GDRs") and other                         
types of depositary                                                             
receipts. ADRs are certificates issued by a U.S. depositary                     
(usually a bank) and                                                            
represent a specified quantity of shares of an underlying                       
non-U.S. stock on                                                               
deposit with a custodian bank as collateral. GDRs and other                     
types of depositary                                                             
receipts are typically issued by foreign banks or trust                         
companies and evidence                                                          
ownership of underlying securities issued by either a                           
foreign or a U.S. company.                                                      
Generally, ADRs are in registered form and are designed for                     
use in                                                                          

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U.S. securities markets and GDRs are in bearer form and are                     
designed for use in                                                             
foreign securities markets. For the purposes of a Fund's                        
policy to invest a                                                              
certain percentage of its assets in foreign securities, the                     
investments of a                                                                
Fund in ADRs, GDRs and other types of depositary receipts                       
are deemed to be                                                                
investments in the underlying securities.                                       

BRADY BONDS: Each Fund may invest in Brady Bonds, which are                     
securities created                                                              
through the exchange of existing commercial bank loans to                       
public and private                                                              
entities in certain emerging markets for new bonds in                           
connection with debt                                                            
restructurings under a debt restructuring plan introduced by                    
former U.S.                                                                     
Secretary of the Treasury, Nicholas F. Brady (the "Brady                        
Plan"). Brady Plan debt                                                         
restructurings have been implemented to date in Argentina,                      
Brazil, Bulgaria,                                                               
Costa Rica, Ecuador, Jordan, Mexico, Nigeria, the                               
Philippines, Poland, Uruguay                                                    
and Venezuela. Brady Bonds have been issued only recently,                      
and for that reason                                                             
do not have a long payment history. Brady Bonds may be                          
collateralized or                                                               
uncollateralized, are issued in various currencies (but                         
primarily the U.S.                                                              
dollar) and are actively traded in over-the-counter                             
secondary markets. U.S.                                                         
dollar-denominated, collateralized Brady Bonds, which may be                    
fixed rate bonds or                                                             
floating-rate bonds, are generally collateralized in full as                    
to principal by                                                                 
U.S. Treasury zero coupon bonds having the same maturity as                     
the bonds. Brady                                                                
Bonds are often viewed as having three or four valuation                        
components: the                                                                 
collateralized repayment of principal at final maturity; the                    
collateralized                                                                  
interest payments; the uncollateralized interest payments;                      
and any                                                                         
uncollateralized repayment of principal at maturity (these                      
uncollateralized                                                                
amounts constitute the "residual risk"). In light of the                        
residual risk of Brady                                                          
Bonds and the history of defaults of countries issuing Brady                    
Bonds with respect                                                              
to commercial bank loans by public and private entities,                        
investments in Brady                                                            
bonds may be viewed as speculative.                                             

STRUCTURED SECURITIES:  Each Fund may invest a portion of                       
its assets in entities                                                          
organized and operated solely for the purpose of                                
restructuring the investment                                                    
characteristics of sovereign debt obligations. This type of                     
restructuring                                                                   
involves the deposit with, or purchase by, an entity, such                      
as a corporation or                                                             
trust, of specified instruments (such as commercial bank                        
loans or Brady Bonds)                                                           
and the issuance by that entity of one or more classes of                       
securities                                                                      
("Structured Securities") backed by, or representing                            
interests in, the                                                               
underlying instruments. The cash flow on the underlying                         
instruments may be                                                              
apportioned among the newly issued Structured Securities to                     
create securities                                                               
with different investment characteristics, such as varying                      
maturities, payment                                                             
priorities and interest rate provisions, and the extent of                      
the payments made                                                               
with respect to Structured Securities is dependent on the                       
extent of the cash                                                              
flow on the underlying instruments. Because Structured                          
Securities of the type in                                                       
which each Fund anticipates it will invest typically involve                    
no credit                                                                       
enhancement, their credit risk generally will be equivalent                     
to that of the                                                                  
underlying instruments. Each Fund is permitted to invest in                     
a class of                                                                      
Structured Securities that is either subordinated or                            
unsubordinated to the right                                                     
of payment of another class. Subordinated Structured                            
Securities typically have                                                       
higher yields and present greater risks than unsubordinated                     
Structured                                                                      
Securities. Structured Securities are typically sold in                         
private placement                                                               
transactions, and there currently is no active trading                          
market for Structured                                                           
Securities.                                                                     

REPURCHASE AGREEMENTS:  Each Fund may enter into repurchase                     
agreements in order                                                             
to earn additional income on available cash or as a                             
temporary defensive measure.                                                    
Under a repurchase agreement, a Fund acquires securities                        
subject to the seller's                                                         
agreement to repurchase at a specified time and price. If                       
the seller becomes                                                              
subject to a proceeding under the bankruptcy laws or its                        
assets are otherwise                                                            
subject to a stay order, the Fund's right to liquidate the                      
securities may be                                                               
restricted (during which time the value of the securities                       
could decline). As                                                              
discussed in the Statement of Additional Information, each                      
Fund has adopted                                                                
certain procedures intended to minimize any such risk.                          
Foreign repurchase                                                              
agreements may be less well secured than U.S. repurchase                        
agreements, and may be                                                          
denominated in foreign currencies. They may also involve                        
greater risk of loss if                                                         
the counterparty defaults. Some counterparties in these                         
transactions may be less                                                        
creditworthy than those in U.S. markets.                                        

ZERO COUPON BONDS, DEFERRED INTEREST BONDS AND PIK BONDS:                       
Fixed income                                                                    
securities in which each Fund may invest also include zero                      
coupon bonds,                                                                   
deferred interest bonds and bonds on which the interest is                      
payable in kind ("PIK                                                           
bonds"). Zero coupon and deferred interest bonds are debt                       
obligations which are                                                           
issued or purchased at a significant discount from face                         
value. The discount                                                             
approximates the total amount of interest the bonds will                        
accrue and compound                                                             
over the period until maturity or the first interest payment                    
date at a rate of                                                               
interest reflecting the market rate of the security at the                      
time of issuance.                                                               
While zero coupon bonds do not require the periodic payment                     
of interest,                                                                    
deferred interest bonds provide for a period of delay before                    
the regular payment                                                             
of interest begins. PIK bonds are debt obligations which                        
provide that the issuer                                                         
thereof may, at its option, pay interest on                                     

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such bonds in cash or in the form of additional debt                            
obligations. Such                                                               
investments benefit the issuer by mitigating its need for                       
cash to meet debt                                                               
service, but also require a higher rate of return to attract                    
investors who are                                                               
willing to defer receipt of such cash. Such investments may                     
experience greater                                                              
volatility in market value due to changes in interest rates                     
and other factors                                                               
than debt obligations which make regular payments of                            
interest. Each Fund will                                                        
accrue income on such investments for tax and accounting                        
purposes, as required,                                                          
which is distributable to shareholders and which, because no                    
cash is received at                                                             
the time of accrual, may require the liquidation of other                       
portfolio securities                                                            
under disadvantageous circumstances to satisfy the Fund's                       
distribution                                                                    
obligations.                                                                    

INDEXED SECURITIES:  Each Fund may invest in indexed                            
securities whose value is                                                       
linked to foreign currencies, interest rates, commodities,                      
indices or other                                                                
financial indicators. Most indexed securities are short to                      
intermediate term                                                               
fixed income securities whose values at maturity or interest                    
rates rise or fall                                                              
according to the change in one or more specified underlying                     
instruments. Indexed                                                            
securities may be positively or negatively indexed (i.e.,                       
their value may                                                                 
increase or decrease if the underlying instrument                               
appreciates), and may have                                                      
return characteristics similar to direct investments in the                     
underlying                                                                      
instrument or to one or more options on the underlying                          
instrument. Indexed                                                             
securities may be more volatile than the underlying                             
instrument itself.                                                              

LOANS AND OTHER DIRECT INDEBTEDNESS:  Each Fund may invest a                    
portion of its                                                                  
assets in loans. By purchasing a loan, a Fund acquires some                     
or all of the                                                                   
interest of a bank or other lending institution in a loan to                    
a corporate,                                                                    
government or other borrower. Many such loans are secured,                      
and most impose                                                                 
restrictive covenants which must be met by the borrower.                        
These loans are made                                                            
generally to finance internal growth, mergers, acquisitions,                    
stock repurchases,                                                              
leveraged buy-outs and other corporate activities. Such                         
loans may be in default                                                         
at the time of purchase. Each Fund may also purchase trade                      
or other claims                                                                 
against companies, which generally represent money owed by                      
the company to a                                                                
supplier of goods and services. These claims may also be                        
purchased at a time                                                             
when the company is in default. Certain of the loans                            
acquired by a Fund may                                                          
involve revolving credit facilities or other standby                            
financing commitments which                                                     
obligate the Fund to pay additional cash on a certain date                      
or on demand.                                                                   

The highly leveraged nature of many such loans may make such                    
loans especially                                                                
vulnerable to adverse changes in economic or market                             
conditions. Loans and other                                                     
direct investments may not be in the form of securities or                      
may be subject to                                                               
restrictions on transfer, and only limited opportunities may                    
exist to resell                                                                 
such instruments. As a result, a Fund may be unable to sell                     
such investments at                                                             
an opportune time or may have to resell them at less than                       
fair market value. For                                                          
a further discussion of loans and the risks related to                          
transactions therein, see                                                       
the Statement of Additional Information.                                        

RESTRICTED SECURITIES: Each Fund may purchase securities                        
that are not registered                                                         
under the Securities Act of 1933 (the "1933 Act")                               
("restricted securities"),                                                      
including those that can be offered and sold to "qualified                      
institutional buyers"                                                           
under Rule 144A under the 1933 Act ("Rule 144A securities").                    
The Trust's Board                                                               
of Trustees determines, based upon a continuing review of                       
the trading markets                                                             
for a specific Rule 144A security, whether such security is                     
liquid and thus not                                                             
subject to a Fund's limitations on investing not more than                      
15% of its net assets                                                           
is illiquid investments. The Board of Trustees has adopted                      
guidelines and                                                                  
delegated to the Adviser the daily function of determining                      
and monitoring                                                                  
liquidity of restricted securities. The Board, however, will                    
retain oversight                                                                
and is ultimately responsible for the determinations. The                       
Board will carefully                                                            
monitor each Fund's investments in Rule 144A securities,                        
focusing on such                                                                
important factors, among others, as valuation, liquidity and                    
availability of                                                                 
information. This investment practice could have the effect                     
of decreasing the                                                               
level of liquidity in a Fund's portfolio to the extent that                     
qualified                                                                       
institutional buyers become for a time uninterested in                          
purchasing Rule 144A                                                            
securities held in the Fund's portfolio. Subject to each                        
Fund's 15% limitation                                                           
on investments in illiquid investments, a Fund may also                         
invest in restricted                                                            
securities that may not be sold under Rule 144A, which                          
presents certain risks.                                                         
As a result, a Fund might not be able to sell these                             
securities when the Adviser                                                     
or Sub-Adviser wishes to do so, or might have to sell them                      
at less than fair                                                               
value. In addition, market quotations are less readily                          
available. Therefore,                                                           
judgment may at times play a greater role in valuing these                      
securities than in                                                              
the case of unrestricted securities.                                            

LENDING OF PORTFOLIO SECURITIES:  Each Fund may seek to                         
increase its income by                                                          
lending portfolio securities under present regulatory                           
policies, including those                                                       
of the Board of Governors of the Federal Reserve System and                     
the SEC. Such loans                                                             
will usually be made only to member banks of the Federal                        
Reserve System and                                                              
member firms (and subsidiaries thereof) of the New York                         

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Stock Exchange, and would be required to be secured                             
continuously by collateral,                                                     
including cash, letters of credit, U.S. Government                              
securities or other liquid,                                                     
high grade debt securities maintained on a current basis at                     
an amount at least                                                              
equal to the market value of the securities loaned. As with                     
other extensions of                                                             
credit there are risks of delay in recovery or even loss of                     
rights in the                                                                   
collateral should the borrower of the securities fail                           
financially. However, the                                                       
loans would be made only to entities deemed by the Adviser                      
or the Sub-Adviser to                                                           
be of good standing, and when, in the judgment of the                           
Adviser or the                                                                  
Sub-Adviser, the consideration which can be earned currently                    
from securities                                                                 
loans of this type justifies the attendant risk. If the                         
Adviser or the                                                                  
Sub-Adviser determines to make securities loans, it is                          
intended that the value                                                         
of the securities loaned would not exceed 30% of the value                      
of the relevant                                                                 
Fund's total assets.                                                            

WHEN-ISSUED OR FORWARD DELIVERY SECURITIES:  Securities may                     
be purchased on a                                                               
"when-issued" or on a "forward delivery" basis, which means                     
that the obligations                                                            
will be delivered to a Fund at a future date usually beyond                     
customary settlement                                                            
time. The commitment to purchase a security for which                           
payment will be made on a                                                       
future date may be deemed a separate security. Although a                       
Fund is not limited to                                                          
the amount of securities for which it may have commitments                      
to purchase on such                                                             
basis, it is expected that under normal circumstances, a                        
Fund will not commit                                                            
more than 10% of its assets to such purchases. A Fund does                      
not pay for the                                                                 
securities until received or start earning interest on them                     
until the                                                                       
contractual settlement date. In order to invest its assets                      
immediately, while                                                              
awaiting delivery of securities purchased on such basis, a                      
Fund will hold cash,                                                            
short-term money market instruments, U.S. Government                            
securities or other liquid,                                                     
high grade debt securities in a segregated account to pay                       
for the commitment.                                                             
Although the Funds do not intend to make such purchases for                     
speculative                                                                     
purposes, purchases of securities on such bases may involve                     
more risk than other                                                            
types of purchases. For additional information concerning                       
these securities, see                                                           
the Statement of Additional Information.                                        

OPTIONS ON SECURITIES:  Each Fund may write (sell) covered                      
put and call options                                                            
on securities ("Options") and purchase put and call Options                     
on securities that                                                              
are traded on foreign and U.S. securities exchanges and over                    
the counter. A Fund                                                             
will write such Options for the purpose of increasing its                       
return and/or                                                                   
protecting the value of its portfolio. Each Fund may also                       
write combinations of                                                           
put and call Options on the same security, known as                             
"straddles." Such                                                               
transactions can generate additional premium income but also                    
present increased                                                               
risk. Each Fund may purchase put or call Options in                             
anticipation of declines in                                                     
the value of portfolio securities or increases in the value                     
of securities to be                                                             
acquired.                                                                       

Each Fund may purchase and sell options that are traded on                      
foreign and U.S.                                                                
exchanges, and Options traded over-the-counter with broker-                     
dealers who deal in                                                             
these Options. The ability to terminate over-the-counter                        
Options is more limited                                                         
than with exchange-traded Options and may involve the risk                      
that broker-dealers                                                             
participating in such transactions will not fulfill their                       
obligations. Each Fund                                                          
will treat assets used to cover over-the-counter Options as                     
illiquid unless the                                                             
dealer is a primary dealer in U.S. Government securities and                    
has given the Fund                                                              
the unconditional right to close such Options at a formula                      
price, in which event                                                           
only an amount of the cover determined with reference to the                    
formula will be                                                                 
considered illiquid. Each Fund may also write over-the-                         
counter options with                                                            
non-primary dealers, including foreign dealers, and will                        
treat the assets used                                                           
to cover these options as illiquid.                                             

Each Fund may also enter into options on the yield "spread,"                    
or yield                                                                        
differential between two securities, a transaction referred                     
to as a "yield                                                                  
curve" option, for hedging and non-hedging purposes. In                         
contrast to other types                                                         
of options a yield curve option is based on the difference                      
between the yields of                                                           
designated securities rather than the actual prices of the                      
individual                                                                      
securities. Yield curve options written by a Fund will be                       
"covered" but could                                                             
involve additional risks, as discussed in the Statement of                      
Additional                                                                      
Information.                                                                    

OPTIONS ON STOCK INDICES:  Each Fund may write (sell)                           
covered call and put                                                            
Options and purchase call and put Options on foreign and                        
domestic stock indices                                                          
("Options on Stock Indices"). A Fund may write such options                     
for the purpose of                                                              
increasing its current income and/or to protect its                             
portfolio against declines                                                      
in the value of securities it owns or increases in the value                    
of securities to be                                                             
acquired. When a Fund writes an option on a stock index, and                    
the value of the                                                                
index moves adversely to the holder's position, the option                      
will not be                                                                     
exercised, and the Fund will either close out the option at                     
a profit or allow it                                                            
to expire unexercised. The Fund will thereby retain the                         
amount of the premium,                                                          
less related transaction costs, which will increase its                         
gross                                                                           

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income and offset part of the reduced value of portfolio                        
securities or the                                                               
increased cost of securities to be acquired. Such                               
transactions, however, will                                                     
constitute only partial hedges against adverse price                            
fluctuations, since any                                                         
such fluctuations will be offset only to the extent of the                      
premium received by                                                             
the Fund for the writing of the option, less related                            
transaction costs. In                                                           
addition, if the value of an underlying index moves                             
adversely to the Fund's                                                         
option position, the option may be exercised, and the Fund                      
will experience a                                                               
loss which may only be partially offset by the amount of the                    
premium received.                                                               

Each Fund may also purchase put or call options on stock                        
indices in order,                                                               
respectively, to hedge its investments against a decline in                     
value or to attempt                                                             
to reduce the risk of missing a market or industry segment                      
advance. A Fund's                                                               
possible loss in either case will be limited to the premium                     
paid for the option,                                                            
plus related transaction costs.                                                 

FUTURES CONTRACTS:  Each Fund may enter into contracts for                      
the purchase or sale                                                            
for future delivery of contracts based on indices of                            
securities as such                                                              
instruments become available for trading or fixed income                        
securities or foreign                                                           
currencies ("Futures Contracts"). Such transactions will be                     
entered into for                                                                
hedging purposes, in order to protect a Fund's current or                       
intended investments                                                            
from the effects of changes in interest or exchange rates,                      
or for non-hedging                                                              
purposes to the extent permitted by applicable law. For                         
example, in the event                                                           
that an anticipated decrease in the value of portfolio                          
securities occurs as a                                                          
result of a decline in the dollar value of foreign                              
currencies in which portfolio                                                   
securities are denominated or a general increase in interest                    
rates, the adverse                                                              
effects of such changes may be offset, in whole or in part,                     
by gains on Futures                                                             
Contracts sold by a Fund. Conversely, the adverse effects of                    
an increase in the                                                              
cost of portfolio securities to be acquired, occurring as a                     
result of a rise in                                                             
the dollar value of securities denominated in foreign                           
currencies or a decline in                                                      
interest rates, may be offset, in whole or in part, by gains                    
on Futures                                                                      
Contracts purchased by a Fund. Each Fund will incur                             
brokerage fees when it                                                          
purchases and sells Futures Contracts, and will be required                     
to maintain margin                                                              
deposits. In addition, Futures Contracts entail risks.                          
Although each Fund                                                              
believes that use of such contracts will benefit the Fund,                      
if its investment                                                               
judgment about the general direction of interest or exchange                    
rates is incorrect,                                                             
the Fund's overall performance may be poorer than if it had                     
not entered into any                                                            
such contract and the Fund may realize a loss. Transactions                     
entered into for                                                                
non-hedging purposes involve greater risk including the risk                    
of losses which are                                                             
not offset by gains on other portfolio assets. Each Fund                        
will not enter into any                                                         
Futures Contract if immediately thereafter the value of all                     
securities and                                                                  
obligations underlying such Futures Contracts would exceed                      
50% of the value of                                                             
its total assets.                                                               

OPTIONS ON FUTURES CONTRACTS: Each Fund may purchase and                        
write options on                                                                
futures contracts ("Options on Futures Contracts") in order                     
to protect against                                                              
declines in the values of portfolio securities or against                       
increases in the cost                                                           
of securities to be acquired. Purchases of Options on                           
Futures Contracts may                                                           
present less risk in hedging a Fund's portfolio than the                        
purchase or sale of the                                                         
underlying Futures Contracts since the potential loss is                        
limited to the amount                                                           
of the premium plus related transaction costs, although it                      
may be necessary to                                                             
exercise the option to realize any profit, which results in                     
the establishment of                                                            
a futures position. The writing of Options on Futures                           
Contracts, however, does                                                        
not present less risk than the trading of Futures Contracts                     
and will constitute                                                             
only a partial hedge, up to the amount of the premium                           
received. In addition, if                                                       
an option is exercised, a Fund may suffer a loss on the                         
transaction. Options on                                                         
Futures Contracts may also be entered into for non-hedging                      
purposes, to the                                                                
extent permitted under applicable law, which involves                           
greater risks and could                                                         
result in losses which are not offset by gains on other                         
portfolio assets.                                                               

OPTIONS ON FOREIGN CURRENCIES:  Each Fund may also purchase                     
and write options on                                                            
foreign currencies ("Options on Foreign Currencies") for the                    
purpose of                                                                      
protecting against declines in the dollar value of foreign                      
portfolio securities                                                            
and against increases in the dollar cost of foreign                             
securities to be acquired.                                                      
As in the case of other types of options, however, the                          
writing of an Option on                                                         
Foreign Currency will constitute only a partial hedge, up to                    
the amount of the                                                               
premium received, and a Fund may be required to purchase or                     
sell foreign                                                                    
currencies at disadvantageous exchange rates, thereby                           
incurring losses. The                                                           
purchase of an Option on Foreign Currency may constitute an                     
effective hedge                                                                 
against fluctuations in exchange rates although, in the                         
event of rate movements                                                         
adverse to a Fund's position, it may forfeit the entire                         
amount of the premium                                                           
paid for the Option plus related transaction costs. Options                     
on Foreign                                                                      
Currencies to be written or purchased by a Fund will be                         
traded on foreign and                                                           
U.S. exchanges or over-the-counter.                                             

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FORWARD CONTRACTS:  Each Fund may enter into forward foreign                    
currency exchange                                                               
contracts for the purchase or sale of a fixed quantity of a                     
foreign currency at                                                             
a future date at a price set at the time of the contract                        
("Forward Contracts").                                                          
Each Fund may enter into Forward Contracts for hedging                          
purposes as well as for                                                         
the non-hedging purpose of increasing the Fund's current                        
income. By entering                                                             
into transactions in Forward Contracts, however, a Fund may                     
be required to                                                                  
forego the benefits of advantageous changes in exchange                         
rates and, in the case                                                          
of Forward Contracts entered into for non-hedging purposes,                     
the Fund may sustain                                                            
losses which will reduce its gross income. Such                                 
transactions, therefore, could                                                  
be considered speculative. Forward Contracts are traded                         
over-the-counter, and                                                           
not on organized commodities or securities exchanges. As a                      
result, such                                                                    
contracts operate in a manner distinct from exchange-traded                     
instruments, and                                                                
their use involves certain risks beyond those associated                        
with transactions in                                                            
Futures Contracts or options traded on exchanges. A Fund may                    
also enter into a                                                               
Forward Contract on one currency in order to hedge against                      
risk of loss arising                                                            
from fluctuations in the value of a second currency                             
(referred to as a "cross                                                        
hedge") if, in the judgment of the Adviser or the Sub-                          
Adviser, a reasonable                                                           
degree of correlation can be expected between movements in                      
the values of the two                                                           
currencies. Each Fund has established procedures consistent                     
with statements of                                                              
the SEC and its staff regarding the use of Forward Contracts                    
by registered                                                                   
investment companies, which requires use of segregated                          
assets or "cover" in                                                            
connection with the purchase and sale of such contracts.                        

SWAPS AND RELATED TRANSACTIONS:  As one way of managing its                     
exposure to                                                                     
different types of investments, each Fund may enter into                        
interest rate swaps,                                                            
currency swaps and other types of available swap agreements,                    
such as caps,                                                                   
collars and floors. Swaps involve the exchange by a Fund                        
with another party of                                                           
cash payments based upon different interest rate indices,                       
currencies and other                                                            
prices or rates, such as the value of mortgage prepayment                       
rates. For example, in                                                          
the typical interest rate swap, a Fund might exchange a                         
sequence of cash                                                                
payments based on a floating rate index for cash payments                       
based on a fixed rate.                                                          
Payments made by both parties to a swap transaction are                         
based on a principal                                                            
amount determined by the parties.                                               

Each Fund may also purchase and sell caps, floors and                           
collars. In a typical cap                                                       
or floor agreement, one party agrees to make payments only                      
under specified                                                                 
circumstances, usually in return for payment of a fee by the                    
counterparty. For                                                               
example, the purchase of an interest rate cap entitles the                      
buyer, to the extent                                                            
that a specified index exceeds a predetermined interest                         
rate, to receive                                                                
payments of interest on a contractually-based principal                         
amount from the                                                                 
counterparty selling such interest rate cap. The sale of an                     
interest rate floor                                                             
obligates the seller to make payments to the extent that a                      
specified interest                                                              
rate falls below an agreed-upon level. A collar arrangement                     
combines elements of                                                            
buying a cap and selling a floor.                                               

Swap agreements will tend to shift a Fund's investment                          
exposure from one type of                                                       
investment to another. For example, if a Fund agreed to                         
exchange payments in                                                            
dollars for payments in foreign currency, in each case based                    
on a fixed rate,                                                                
the swap agreement would tend to decrease the Fund's                            
exposure to U.S. interest                                                       
rates and increase its exposure to foreign currency and                         
interest rates. Caps and                                                        
floors have an effect similar to buying or writing options.                     

Swap agreements are sophisticated hedging instruments that                      
typically involve a                                                             
small investment of cash relative to the magnitude of risks                     
assumed. As a                                                                   
result, swaps can be highly volatile and may have a                             
considerable impact on a                                                        
Fund's performance. Swap agreements are subject to risks                        
related to the                                                                  
counterparty's ability to perform, and may decline in value                     
if the                                                                          
counterparty's creditworthiness deteriorates. A Fund may                        
also suffer losses if                                                           
it is unable to terminate outstanding swap agreements or                        
reduce its exposure                                                             
through offsetting transactions.                                                

Swaps, caps, floors and collars are highly specialized                          
activities which involve                                                        
certain risks. See the Statement of Additional Information                      
for more information                                                            
on, and the risks involved in, these activities.                                

PORTFOLIO TRADING:  While it is not generally each Fund's                       
policy to invest or                                                             
trade for short-term profits, each Fund may dispose of a                        
portfolio security                                                              
whenever the Adviser or the Sub-Adviser is of the opinion                       
that such security no                                                           
longer has an appropriate appreciation potential or when                        
another security                                                                
appears to offer relatively greater appreciation potential.                     
Portfolio changes                                                               
are made without regard to the length of time a security has                    
been held, or                                                                   
whether a sale would result in a profit or loss. Therefore,                     
the rate of                                                                     
portfolio turnover is not a limiting factor when a change in                    
the portfolio is                                                                
otherwise appropriate. It is anticipated that each Fund's                       
portfolio turnover                                                              
rate will not exceed 300% during the Fund's first fiscal                        
year. Transaction costs                                                         
incurred by each Fund and realized capital gains and losses                     
of each Fund may be                                                             
greater than that of a fund with a lesser portfolio turnover                    
rate.                                                                           

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The primary consideration in placing portfolio security                         
transactions is                                                                 
execution at the most favorable prices. Consistent with the                     
foregoing primary                                                               
consideration, the Rules of Fair Practice of the National                       
Association of                                                                  
Securities Dealers, Inc. (the "NASD") and such other                            
policies as the Trustees                                                        
may determine, the Adviser may consider sales of shares of                      
the Funds and of the                                                            
other investment company clients of MFD, the Funds'                             
distributor, as a factor in                                                     
the selection of broker-dealers to execute the Funds'                           
portfolio transactions.                                                         
From time to time, the Adviser and the Sub-Adviser may                          
direct certain portfolio                                                        
transactions to broker-dealer firms which, in turn, have                        
agreed to pay a portion                                                         
of a Fund's operating expenses (e.g., fee charged by the                        
custodian of the Fund's                                                         
assets). For a further discussion of portfolio trading, see                     
the Statement of                                                                
Additional Information.                                                         

5. RISK FACTORS                                                                 

FOREIGN SECURITIES:  Transactions involving foreign equity                      
or debt securities or                                                           
foreign currencies, and transactions entered into in foreign                    
countries, involve                                                              
considerations and risks not typically associated with                          
investing in U.S.                                                               
markets. These include changes in currency rates, exchange                      
control regulations,                                                            
governmental administration or economic or monetary policy                      
(in the U.S. or                                                                 
abroad) or circumstances in dealings between nations. Costs                     
may be incurred in                                                              
connection with conversions between various currencies. Each                    
Fund may invest up                                                              
to 100% of its assets in foreign securities which are not                       
traded on a U.S.                                                                
exchange. Special considerations may also include more                          
limited information about                                                       
foreign issuers, higher brokerage and custody costs,                            
different or less stringent                                                     
accounting standards and thinner trading markets. Foreign                       
securities markets may                                                          
also be less liquid, more volatile and less subject to                          
government supervision                                                          
than in the U.S. Investments in foreign countries could be                      
affected by other                                                               
factors including expropriation, confiscatory taxation and                      
potential                                                                       
difficulties in enforcing contractual obligations and could                     
be subject to                                                                   
extended settlement periods.                                                    

EMERGING MARKETS:  The risks of investing in foreign                            
securities may be                                                               
intensified in the case of investments in emerging markets.                     
Securities of many                                                              
issuers in emerging markets may be less liquid and more                         
volatile than securities                                                        
of comparable domestic issuers. Emerging markets also have                      
different clearance                                                             
and settlement procedures, and in certain markets there have                    
been times when                                                                 
settlements have been unable to keep pace with the volume of                    
securities                                                                      
transactions, making it difficult to conduct such                               
transactions. Delays in                                                         
settlement could result in temporary periods when a portion                     
of the assets of a                                                              
Fund is uninvested and no return is earned thereon. The                         
inability of a Fund to                                                          
make intended security purchases due to settlement problems                     
could cause the Fund                                                            
to miss attractive investment opportunities. Inability to                       
dispose of portfolio                                                            
securities due to settlement problems could result either in                    
losses to the Fund                                                              
due to subsequent declines in value of the portfolio                            
security or, if the Fund                                                        
has entered into a contract to sell the security, in                            
possible liability to the                                                       
purchaser. Certain markets may require payment for                              
securities before delivery.                                                     
Securities prices in emerging markets can be significantly                      
more volatile than in                                                           
the more developed nations of the world, reflecting the                         
greater uncertainties of                                                        
investing in less established markets and economies. In                         
particular, countries                                                           
with emerging markets may have relatively unstable                              
governments, present the risk                                                   
of nationalization of businesses, restrictions on foreign                       
ownership, or                                                                   
prohibitions of repatriation of assets, and may have less                       
protection of property                                                          
rights than more developed countries. The economies of                          
countries with emerging                                                         
markets may be predominantly based on only a few industries,                    
may be highly                                                                   
vulnerable to changes in local or global trade conditions,                      
and may suffer from                                                             
extreme and volatile debt burdens or inflation rates. Local                     
securities markets                                                              
may trade a small number of securities and may be unable to                     
respond effectively                                                             
to increases in trading volume, potentially making prompt                       
liquidation of                                                                  
substantial holdings difficult or impossible at times.                          
Securities of issuers                                                           
located in countries with emerging markets may have limited                     
marketability and                                                               
may be subject to more abrupt or erratic price movements.                       

Certain emerging markets may require governmental approval                      
for the repatriation                                                            
of investment income, capital or the proceeds of sales of                       
securities by foreign                                                           
investors. In addition, if a deterioration occurs in an                         
emerging market's                                                               
balance of payments or for other reasons, a country could                       
impose temporary                                                                
restrictions on foreign capital remittances. A Fund could be                    
adversely affected                                                              
by a delay in obtaining a grant of, or a refusal to grant,                      
any required                                                                    
governmental approval for repatriation of capital, as well                      
as by the application                                                           
to the Fund of any restrictions on investments.                                 

Investment in certain foreign emerging market debt                              
obligations may be restricted                                                   
or controlled to varying degrees. These restrictions or                         
controls may at times                                                           
preclude investment in certain foreign emerging market debt                     
obligations and                                                                 
increase the                                                                    

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expenses of a Fund. See the Statement of Additional                             
Information for a further                                                       
discussion of emerging markets securities as well as the                        
associated risks.                                                               

ALLOCATION AMONG EMERGING MARKETS:  Each Fund may allocate                      
all or a portion of                                                             
its investments in emerging market securities among the                         
emerging markets of                                                             
Latin America, Asia, Africa, the Middle East and the                            
developing countries of                                                         
Europe, primarily in Eastern Europe. Each Fund will allocate                    
its investments                                                                 
among these emerging markets in accordance with the                             
Adviser's and the                                                               
Sub-Adviser's determination as to the allocation most                           
appropriate with respect                                                        
to the Fund's investment objective and policies. Each Fund                      
may invest its assets                                                           
allocated to investment in emerging markets without                             
limitation in any particular                                                    
region, and, in accordance with the Adviser's and the Sub-                      
Adviser's investment                                                            
discretion, at times may invest all of its assets allocated                     
to investment in                                                                
emerging markets in securities of emerging market issuers                       
located in a single                                                             
region (e.g., Latin America). To the extent that a Fund's                       
investments are                                                                 
concentrated in one or a few emerging market regions, the                       
Fund's investment                                                               
performance correspondingly will be more dependent upon the                     
economic, political                                                             
and social conditions and changes in those regions. The                         
ability of a Fund to                                                            
allocate its investments among emerging market regions                          
without restriction may                                                         
have the effect of increasing the volatility of the Fund, as                    
compared to a fund                                                              
which limits such allocations.                                                  

EMERGING GROWTH COMPANIES:  Each Fund may invest in                             
securities of emerging                                                          
growth companies, including established companies. Investing                    
in emerging growth                                                              
companies involves greater risk than is customarily                             
associated with investing in                                                    
more established companies. Emerging growth companies often                     
have limited product                                                            
lines, markets or financial resources, and they may be                          
dependent on one-person                                                         
management. The securities of emerging growth companies may                     
have limited                                                                    
marketability and may be subject to more abrupt or erratic                      
market movements than                                                           
securities of larger, more established companies or the                         
market averages in                                                              
general. Similarly, many of the securities offering the                         
capital appreciation                                                            
sought by the Funds will involve a higher degree of risk                        
than would established                                                          
growth stocks.                                                                  

FOREIGN CURRENCIES: Because each Fund may invest up to 100%                     
of its asset in                                                                 
securities denominated in currencies other than the U.S.                        
dollar, and because                                                             
each Fund may hold foreign currencies, the value of a Fund's                    
investments, and                                                                
the value of dividends and interest earned by a Fund, may be                    
significantly                                                                   
affected by changes in currency exchange rates. Some foreign                    
currency values may                                                             
be volatile, and there is the possibility of governmental                       
controls on currency                                                            
exchange or governmental intervention in currency markets,                      
which could adversely                                                           
affect the Funds. Although the Adviser and Sub-Adviser may                      
attempt to manage                                                               
currency exchange rate risks, there is no assurance that the                    
Adviser and                                                                     
Sub-Adviser will do so at an appropriate time or that the                       
Adviser and                                                                     
Sub-Adviser will be able to predict exchange rates                              
accurately. For example, if                                                     
the Adviser and Sub-Adviser hedge a Fund's exposure to a                        
foreign currency, and                                                           
that currency's value rises, the Fund will lose the                             
opportunity to participate                                                      
in the currency's appreciation. Each Fund may hold foreign                      
currency received in                                                            
connection with investments in foreign securities, and enter                    
into Forward                                                                    
Contracts, Futures Contracts and Options on Foreign                             
Currencies when, in the                                                         
judgment of the Adviser or Sub-Adviser, it would be                             
beneficial to convert such                                                      
currency into U.S. dollars at a later date, based on                            
anticipated changes in the                                                      
relevant exchange rates. While the holding of foreign                           
currencies will permit a                                                        
Fund to take advantage of favorable movements in the                            
applicable exchange rate,                                                       
it also exposes the Fund to risk of loss if such rates move                     
in a direction                                                                  
adverse to the Fund's position. Such losses could also                          
adversely affect the                                                            
Fund's hedging strategies. See the Statement of Additional                      
Information for                                                                 
further discussion of the holding of foreign currencies as                      
well as the                                                                     
associated risks.                                                               

FIXED INCOME SECURITIES:  To the extent a Fund invests in                       
fixed income                                                                    
securities, the net asset value of the Fund may change as                       
the general levels of                                                           
interest rates fluctuate. When interest rates decline, the                      
value of fixed income                                                           
securities can be expected to rise. Conversely, when                            
interest rates rise, the                                                        
value of fixed income securities can be expected to decline.                    
Each Fund is                                                                    
subject to no restrictions on the maturities of the fixed                       
income securities it                                                            
holds. A Fund's investments in fixed income securities with                     
longer terms to                                                                 
maturity are subject to greater volatility than the Fund's                      
shorter-term                                                                    
obligations.                                                                    

LOWER RATED FIXED INCOME SECURITIES:  Fixed income                              
securities in which each Fund                                                   
may invest may be rated Baa by Moody's or BBB by S&P or                         
Fitch (and comparable                                                           
unrated securities). For a description of these and other                       
rating categories, see                                                          
Appendix A. These securities, while normally exhibiting                         
adequate protection                                                             
parameters, have speculative characteristics and changes in                     
economic conditions                                                             
or other circumstances are more likely to lead to a weakened                    
capacity to make                                                                
principal and interest payments than in the case of higher                      
grade fixed income                                                              
securities.                                                                     

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Each Fund may also invest in fixed income securities rated                      
Ba or lower by                                                                  
Moody's or BB or lower by S&P or Fitch (and comparable                          
unrated securities). No                                                         
minimum rating standard is required by any Fund. These                          
securities are considered                                                       
speculative and, while generally providing greater yield                        
than investments in                                                             
higher rated securities, will involve greater risk of                           
principal and income                                                            
(including the possibility of default or bankruptcy of the                      
issuers of such                                                                 
securities) and may involve greater volatility of price                         
(especially during                                                              
periods of economic uncertainty or change) than securities                      
in the higher rating                                                            
categories and because yields vary over time, no specific                       
level of income can                                                             
ever be assured. These lower rated high yielding fixed                          
income securities                                                               
generally tend to be affected by economic changes (and the                      
outlook for economic                                                            
growth), short-term corporate and industry developments and                     
the market's                                                                    
perception of their credit quality (especially during times                     
of adverse                                                                      
publicity) to a greater extent than higher rated securities,                    
which react                                                                     
primarily to fluctuations in the general level of interest                      
rates (although these                                                           
lower rated securities are also affected by changes in                          
interest rates as                                                               
described below). In the past, economic downturns or an                         
increase in interest                                                            
rates have, under certain circumstances, caused a higher                        
incidence of default by                                                         
the issuers of these securities and may do so in the future,                    
especially in the                                                               
case of highly leveraged issuers. During certain periods,                       
the higher yields on a                                                          
Fund's lower rated high yielding fixed income securities are                    
paid primarily                                                                  
because of the increased risk of loss of principal and                          
income, arising from such                                                       
factors as the heightened possibility of default or                             
bankruptcy of the issuers of                                                    
such securities. Due to the fixed income payments of these                      
securities, a Fund                                                              
may continue to earn the same level of interest income while                    
its net asset value                                                             
declines due to portfolio losses, which could result in an                      
increase in the                                                                 
Fund's yield despite the actual loss of principal. The                          
prices for these                                                                
securities may be affected by legislative and regulatory                        
developments. The                                                               
market for these lower rated fixed income securities may be                     
less liquid than the                                                            
market for investment grade fixed income securities.                            
Furthermore, the liquidity                                                      
of these lower rated securities may be affected by the                          
market's perception of                                                          
their credit quality. Therefore, the Adviser's and the Sub-                     
Adviser's judgment                                                              
may at times play a greater role in valuing these securities                    
than in the case of                                                             
investment grade fixed income securities, and it also may be                    
more difficult                                                                  
during times of certain adverse market conditions to sell                       
these lower rated                                                               
securities to meet redemption requests or to respond to                         
changes in the market.                                                          

While the Adviser and the Sub-Adviser may refer to ratings                      
issued by established                                                           
credit rating agencies, it is not any Fund's policy to rely                     
exclusively on                                                                  
ratings issued by these rating agencies, but rather to                          
supplement such ratings                                                         
with the Adviser's and the Sub-Adviser's own independent and                    
ongoing review of                                                               
credit quality. A Fund's achievement of its investment                          
objective may be more                                                           
dependent on the Adviser's and the Sub-Adviser's own credit                     
analysis than in the                                                            
case of an investment company primarily investing in higher                     
quality fixed income                                                            
securities.                                                                     

Since shares of each Fund represent an investment in                            
securities with fluctuating                                                     
market prices, shareholders should understand that the value                    
of shares of the                                                                
Fund will vary as the aggregate value of the portfolio                          
securities of the Fund                                                          
increases or decreases. However, changes in the value of                        
securities subsequent                                                           
to their acquisition will not affect cash or yield to                           
maturity to a Fund.                                                             

TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS AND FORWARD                          
CONTRACTS:  Although each                                                       
Fund may enter into transactions in Options, Options on                         
Stock Indices, Forward                                                          
Contracts, Futures Contracts, Options on Futures Contracts                      
and Options on                                                                  
Foreign Currencies for hedging purposes, such transactions                      
nevertheless involve                                                            
certain risks. For example, a lack of correlation between                       
the instrument                                                                  
underlying an Option or Futures Contract and the assets                         
being hedged, or                                                                
unexpected adverse price movements, could render a Fund's                       
hedging strategy                                                                
unsuccessful and could result in losses. Each Fund also may                     
enter into                                                                      
transactions in Options, Options on Stock Indices, Forward                      
Contracts, Futures                                                              
Contracts and Options on Futures Contracts for other than                       
hedging purposes, to                                                            
the extent permitted by applicable law, which involves                          
greater risk. In                                                                
particular, such transactions may result in losses for a                        
Fund which are not                                                              
offset by gains on other portfolio positions, thereby                           
reducing gross income.                                                          
There also can be no assurance that a liquid secondary                          
market will exist for any                                                       
contract purchased or sold, and a Fund may be required to                       
maintain a position                                                             
until exercise or expiration, which could result in losses.                     
The Statement of                                                                
Additional Information contains a description of the nature                     
and trading                                                                     
mechanics of Options, Options on Stock Indices, Futures                         
Contracts, Options on                                                           
Futures Contracts, Forward Contracts and Options on Foreign                     
Currencies, and                                                                 
includes a discussion of the risks related to transactions                      
therein.                                                                        

Transactions in Forward Contracts may be entered into only                      
in the                                                                          
over-the-counter market. Futures Contracts and Options on                       
Futures Contracts may                                                           
be entered into on U.S. exchanges regulated by the Commodity                    
Futures Trading                                                                 
Commission and on                                                               

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foreign exchanges. In addition, the securities underlying                       
Options and Futures                                                             
Contracts traded by a Fund will include U.S. Government                         
securities as well as                                                           
foreign securities.                                                             

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

The Statement of Additional Information includes a                              
discussion of investment                                                        
policies and a listing of specific investment restrictions                      
which govern each                                                               
Fund's investment policies. The specific investment                             
restrictions listed in the                                                      
Statement of Additional Information may be changed without                      
shareholder approval                                                            
unless otherwise indicated. See "Investment Policies and                        
Restrictions" in the                                                            
Statement of Additional Information.                                            

Each Fund's investment limitations, policies and rating                         
standards are adhered to                                                        
at the time of purchase or utilization of assets; a                             
subsequent change in                                                            
circumstances will not be considered to result in a                             
violation of policy.                                                            

6. MANAGEMENT OF THE FUNDS                                                      

INVESTMENT ADVISER -- The Adviser manages each Fund pursuant                    
to separate                                                                     
Investment Advisory Agreements, each dated September   ,                        
1995 (the "Advisory                                                             
Agreements"). The Adviser provides each Fund with overall                       
investment advisory                                                             
and administrative services, as well as general office                          
facilities. Subject to                                                          
such policies as the Trustees may determine, the Adviser                        
makes investment                                                                
decisions for each Fund. For its services and facilities,                       
the Adviser receives                                                            
an annual management fee computed and paid monthly, in an                       
amount equal to the                                                             
following annual rates of the average daily net assets of                       
each Fund:                                                                      

                                                                [Download Table]


PERCENTAGE OF THE AVERAGE                                   

DAILY NET ASSETS                                            
                                  FUND                      
OF EACH FUND                                                
     -------------------------------------------------------
--------  -------------------------                         
                                                            
                                                            
     International Growth                                   
Fund......................................             1.00%
     International Growth and Income                        
Fund...........................             1.00%           
     Emerging Markets Equity                                
Fund...................................             1.25%   

MFS also serves as investment adviser to each of the other                      
funds in the MFS                                                                
Family of Funds (the "MFS Funds"), currently          funds,                    
and to MFS(R)                                                                   
Municipal Income Trust, MFS Multimarket Income Trust, MFS                       
Government Markets                                                              
Income Trust, MFS Intermediate Income Trust, MFS Charter                        
Income Trust, MFS                                                               
Special Value Trust, MFS Union Standard Trust, MFS                              
Institutional Trust, MFS                                                        
Variable Insurance Trust, MFS/Sun Life Series Trust, Sun                        
Growth Variable Annuity                                                         
Trust, Inc. and seven variable accounts, each of which is a                     
registered                                                                      
investment company established by Sun Life Assurance Company                    
of Canada (U.S.)                                                                
("Sun Life of Canada (U.S.)") in connection with the sale of                    
various                                                                         
fixed/variable annuity contracts. MFS and its wholly owned                      
subsidiary, MFS Asset                                                           
Management, Inc., provide investment advice to substantial                      
private clients.                                                                

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 in the U.S., Massachusetts                    
Investors Trust.                                                                
Net assets under the management of the MFS organization were                    
approximately                                                                   
$      billion on behalf of approximately       million                         
investor accounts as of                                                         
, 1995. As of such date, the MFS organization             
managed approximately                                                           
$      billion of assets in equity securities, approximately                    
$      billion of                                                               
assets invested in fixed income funds and fixed income                          
portfolios and                                                                  
approximately $      billion of assets in foreign                               
securities. MFS is a                                                            
subsidiary of Sun Life of Canada (U.S.), which in turn is a                     
subsidiary of Sun                                                               
Life Assurance Company of Canada ("Sun Life"). The Directors                    
of MFS are A. Keith                                                             
Brodkin, Jeffrey L. Shames, Arnold D. Scott, John D. McNeil                     
and John R. Gardner.                                                            
Mr. Brodkin is the Chairman, Mr. Shames is the President and                    
Mr. Scott is the                                                                
Secretary and a Senior Executive Vice President of MFS.                         
Messrs. McNeil and                                                              
Gardner are the Chairman and President, respectively, of Sun                    
Life. Sun Life, a                                                               
mutual life insurance company, is one of the largest                            
international life                                                              
insurance companies and has been operating in the U.S. since                    
1895, establishing                                                              
a headquarters office here in 1973. The executive officers                      
of MFS report to the                                                            
Chairman of Sun Life.                                                           

A. Keith Brodkin, the Chairman of MFS, is also the Chairman                     
and President of the                                                            
Trust. W. Thomas London, Stephen E. Cavan, James O. Yost and                    
James R. Bordewick,                                                             
Jr., all of whom are officers of MFS, are officers of the                       
Trust.                                                                          

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FCM -- Each Advisory Agreement permits the Adviser from time                    
to time to engage                                                               
one or more sub-advisers to assist in the performance of its                    
services. Pursuant                                                              
to each Advisory Agreement, the Adviser has engaged Foreign                     
& Colonial                                                                      
Management Ltd., a company incorporated under the laws of                       
England and Wales                                                               
("FCM"), located at Exchange House, Primrose Street, London                     
EC2A 2NY, United                                                                
Kingdom, as sub-adviser to render advisory services to the                      
Funds. FCM is a                                                                 
wholly owned subsidiary of Hypo Foreign & Colonial                              
Management (Holdings) Ltd.                                                      
("Hypo F&C"). Fifty percent of the outstanding voting                           
securities of Hypo F&C is                                                       
owned by each of (i) Pountney Hill Holdings Ltd, which is                       
wholly owned by five                                                            
closed-end, publicly listed investment trusts managed by                        
FCM, including Foreign                                                          
& Colonial Investment Trust PLC, and (ii) Hypo (U.K.)                           
Holdings Ltd., which is a                                                       
wholly owned subsidiary of HYPO-BANK (Bayerische Hypotheken-                    
und Wechsel-Bank                                                                
AG), the oldest publicly listed, and fifth largest,                             
commercial bank in Germany,                                                     
founded in 1835. FCM has a history of money management                          
dating from 1868 and the                                                        
establishment of the world's oldest closed-end fund, Foreign                    
& Colonial                                                                      
Investment Trust PLC. As of            , 1995, FCM managed                      
approximately                                                                   
U.S.$    billion of assets, including approximately U.S.$                       
billion of assets                                                               
in equity securities and approximately U.S.$      billion of                    
assets in fixed                                                                 
income securities.                                                              

Under separate Sub-Advisory Agreements between the Adviser                      
and FCM, each dated                                                             
September   , 1995 (the "Sub-Advisory Agreements"), the                         
Adviser may delegate to                                                         
FCM the authority to make investment decisions for each                         
Fund. It is presently                                                           
intended that FCM will provide portfolio management services                    
for all of the                                                                  
assets of the International Growth Fund and the Emerging                        
Markets Equity Fund and                                                         
for the equity portion of the assets of the International                       
Growth and Income                                                               
Fund. For its services, the Adviser pays FCM a management                       
fee, computed and paid                                                          
monthly, in an amount equal to 0.80% and 1.00% of the                           
average daily net assets                                                        
of the International Growth Fund and the Emerging Markets                       
Equity Fund,                                                                    
respectively, on an annualized basis and    % of the average                    
daily net assets                                                                
managed by FCM of the International Growth and Income Fund                      
on an annualized                                                                
basis. In addition, the Adviser and FCM expect to enter into                    
an arrangement                                                                  
whereby certain expenses and revenues relating to their                         
joint activities are                                                            
shared.                                                                         

FCEM -- Each Sub-Advisory Agreement permits FCM from time to                    
time to engage one                                                              
or more sub-advisers to assist in the performance of its                        
services. Pursuant to                                                           
each Sub-Advisory Agreement, FCM has engaged Foreign &                          
Colonial Emerging Markets                                                       
Limited, a company incorporated under the laws of England                       
and Wales ("FCEM"),                                                             
located at Exchange House, Primrose Street, London EC2A 2NY,                    
United Kingdom, as                                                              
sub-adviser to render advisory services to the Funds. FCEM                      
is an affiliate of                                                              
FCM. FCEM serves as the investment adviser to public closed-                    
end and open-end                                                                
funds and segregated accounts specializing in emerging                          
markets. As of          ,                                                       
1995, FCEM managed approximately U.S.$    billion of assets                     
invested in emerging                                                            
markets.                                                                        

Under separate Sub-Advisory Agreements between FCM and FCEM,                    
each dated                                                                      
September   , 1995, FCM may delegate to FCEM the authority                      
to make investment                                                              
decisions for each Fund. It is presently intended that FCEM                     
will provide                                                                    
portfolio management services for the portion of the assets                     
of the Funds                                                                    
invested in emerging markets securities. For its services,                      
FCM pays FCEM a                                                                 
management fee, computed and paid monthly, in an amount                         
equal to    % of the                                                            
average daily net assets managed by FCEM of each Fund on an                     
annualized basis.                                                               

PORTFOLIO MANAGERS -- The identity and background of the                        
portfolio managers for                                                          
each Fund is set forth below. Each of the following                             
portfolio managers has acted                                                    
in that capacity since the commencement of investment                           
operations of each Fund:                                                        

International Growth Fund -- R. Stewart Edgar, Director                 
of the European Desk                                                            
of FCM, and Jonathan Sharpe, an Assistant Director and                  
an Investment Manager                                                           
of FCM, are the Fund's portfolio managers. Mr. Edgar has                
been employed by                                                                
FCM since 1993 before which he served as a Director of                  
the European Desk at                                                            
HD International Ltd. since 1990. Mr. Sharpe has been                   
employed by FCM since                                                           
1990.                                                                   

International Growth and Income Fund -- Chilton Thomson,                
Chief Investment                                                                
Officer of FCM, Atul Patel, Assistant Director and                      
Global Funds Manager of                                                         
FCM, and Richard O. Hawkins, a Senior Vice President of                 
the Adviser, are the                                                            
Fund's portfolio managers. Mr. Thomson has been employed                
by FCM since 1994                                                               
before which he was employed by Bankers Trust Investment                
Management as Chief                                                             
International Investment Officer since 1992 and by                      
Gartmore Investment                                                             
Management as International Director since 1989. Mr.                    
Patel has been employed                                                         
by FCM since 1994 before which he was employed by                       

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Bankers Trust Investment Management as Investment                       
Manager since 1992 and by                                                       
Gartmore Investment Management as Global Fund Manager                   
since 1990. Mr.                                                                 
Hawkins has been employed by the Adviser since 1988.                    

Emerging Markets Equity Fund -- Dr. Arnab Kumar Banerji,                
Chief Investment                                                                
Officer of FCEM, is the Fund's portfolio manager. Dr.                   
Banerji has been                                                                
employed by FCEM since 1993 before which he served as                   
Joint Head of Emerging                                                          
Markets for Citibank Global Asset Management since 1989.                

DISTRIBUTOR -- MFD, a wholly owned subsidiary of MFS, is the                    
distributor of                                                                  
shares of each Fund and also serves as distributor of each                      
of the other MFS                                                                
Funds.                                                                          

SHAREHOLDER SERVICING AGENT -- MFS Service Center, Inc. (the                    
"Shareholder                                                                    
Servicing Agent"), a wholly owned subsidiary of MFS,                            
performs transfer agency                                                        
and certain other services for each Fund.                                       

7. INFORMATION CONCERNING SHARES OF THE FUNDS                                   

PURCHASES                                                                       

It is anticipated that each Fund will commence offering its                     
shares to the public                                                            
on or about September   , 1995. Shares of each Fund are sold                    
continuously to the                                                             
public. It is anticipated, however, that on or about                            
November 3, 1995 each Fund                                                      
will cease offering its shares to new investors (except for                     
existing                                                                        
shareholders of the relevant Fund and participants                              
contributing to retirement                                                      
plans qualified under Section 401(a) or 403(b) of the                           
Internal Revenue Code of                                                        
1986, as amended) for a period of time.                                         

Shares of the Funds may be purchased at the public offering                     
price through any                                                               
securities dealer, bank and other financial institution                         
having selling                                                                  
agreements with MFD. Non-securities dealer financial                            
institutions will receive                                                       
transaction fees that are the same as commission fees to                        
dealers. Securities                                                             
dealers and other financial institutions may also charge                        
their customers fees                                                            
relating to investments in the Funds.                                           

Each Fund currently offers two classes of shares, Class A                       
and Class B shares,                                                             
which bear sales charges and distribution fees in different                     
forms and amounts:                                                              

CLASS A SHARES: Class A shares are offered at net asset                         
value plus an initial                                                           
sales charge (or a CDSC in the case of certain purchases of                     
$1 million or more)                                                             
as follows:                                                                     

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

                                                                [Download Table]


SALES CHARGE* AS                                            

PERCENTAGE OF:           DEALER ALLOWANCE                   

----------------------------    AS A PERCENTAGE             

NET AMOUNT      OF OFFERING                                 
                           AMOUNT OF PURCHASE               
OFFERING PRICE     INVESTED          PRICE                  
------------------------------------------------------------
-------------  --------------    ----------    -------------
---                                                         
                                                            
                                                            
Less than                                                   
$100,000....................................................
 ...       4.75%           4.99%            4.00%           
$100,000 but less than                                      
$250,000..........................................          
4.00            4.17             3.20                       
$250,000 but less than                                      
$500,000..........................................          
2.95            3.04             2.25                       
$500,000 but less than                                      
$1,000,000........................................          
2.20            2.25             1.70                       
$1,000,000 or                                               
more....................................................... 
None**          None**        See Below**                   

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

* Because of rounding in the calculation of offering price,                   
actual sales                                                                    
charges may be more or less than those calculated using                   
the percentages above                                                           
(see the Statement of Additional Information).                            

** A CDSC may apply in certain circumstances. MFD will pay a                    
commission on                                                                   
purchases of $1 million or more (see below).                              

MFD allows discounts to dealers (which are alike for all                        
dealers) from the                                                               
applicable public offering price, as shown in the above                         
table. In the case of                                                           
the maximum sales charge, the dealer retains 4% and MFD                         
retains approximately                                                           
3/4 of 1% of the public offering price. The sales charge                      
may vary depending on                                                           
the number of shares of a Fund as well as certain other MFS                     
Funds owned or being                                                            
purchased, the existence of an agreement to purchase                            
additional shares during a                                                      
13-month period (or a 36-month period for purchases of $1                       
million or more) or                                                             
special purchase programs. A description of the persons and                     
entities eligible to                                                            
purchase Class A shares at net asset value is set forth                         
below. A description of                                                         
the Right of Accumulation, Letter of                                            

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Intent and Group Purchases privileges by which the sales                        
charge may be reduced                                                           
is set forth in the Statement of Additional Information. In                     
addition, MFD pays a                                                            
commission to dealers who initiate and are responsible for                      
purchases of Class A                                                            
shares of $1 million or more as follows: 1.00% on sales up                      
to $5 million; plus                                                             
0.25% on the amount in excess of $5 million; provided,                          
however, that MFD may pay                                                       
a commission, on sales in excess of $5 million to certain                       
retirement plans, of                                                            
1.00% to certain dealers which, at MFD's invitation, enter                      
into an agreement                                                               
with MFD in which the dealer agrees to return any commission                    
paid to it on the                                                               
sale (or on a pro rata portion thereof) if the shareholder                      
redeems his or her                                                              
shares within a period of time after purchase as specified                      
by MFD. Purchases of                                                            
$1 million or more for each shareholder account will be                         
aggregated over a                                                               
12-month period (commencing from the date of the first such                     
purchase) for                                                                   
purposes of determining the level of commissions to be paid                     
during that period                                                              
with respect to such account.                                                   

No sales charge is payable at the time of purchase of Class                     
A shares on                                                                     
investments of $1 million or more. However, a CDSC may be                       
imposed on such                                                                 
investments in the event of a share redemption within 12                        
months following the                                                            
share purchase, at the rate of 1% on the lesser of the value                    
of the shares                                                                   
redeemed (exclusive of reinvested dividends and capital gain                    
distributions) or                                                               
the total cost of such shares.                                                  

In determining whether a CDSC on such Class A shares is                         
payable, and, if so, the                                                        
amount of the charge, it is assumed that shares not subject                     
to the CDSC are the                                                             
first redeemed followed by other shares held for the longest                    
period of time. All                                                             
investments made during a calendar month, regardless of when                    
during the month                                                                
the investment occurred, will age one month on the last day                     
of the month and                                                                
each subsequent month. Except as noted below, the CDSC on                       
Class A shares will be                                                          
waived in the case of: (i) exchanges (except that if the                        
shares acquired by                                                              
exchange were then redeemed within 12 months of the initial                     
purchase (other than                                                            
in connection with subsequent exchanges to other MFS Funds),                    
the charge would                                                                
not be waived); (ii) distributions to participants from a                       
retirement plan                                                                 
qualified under Section 401(a) of the Code (a "Retirement                       
Plan"), due to: (a) a                                                           
loan from the plan (repayments of loans, however, will                          
constitute new sales for                                                        
purposes of assessing the CDSC); (b) "financial hardship" of                    
the participant in                                                              
the plan, as that term is defined in Treasury Regulation                        
Section                                                                         
1.401(k)-1(d)(2), as amended from time to time; or (c) the                      
death of a                                                                      
participant, (iii) distributions from a 403(b) plan or an                       
Individual Retirement                                                           
Account ("IRA"), due to death, disability or attainment of                      
age 59 1/2; (iv)                                                                
tax-free returns of excess contributions to an IRA; (v)                         
distributions by other                                                          
employee benefit plans to pay benefits; and (vi) certain                        
involuntary redemptions                                                         
and redemptions in connection with certain automatic                            
withdrawals from a                                                              
qualified retirement plan. The CDSC on Class A shares will                      
not be waived,                                                                  
however, if the Retirement Plan withdraws from a Fund except                    
if the Retirement                                                               
Plan has invested its assets in Class A shares of one or                        
more of the MFS Funds                                                           
for more than 10 years from the later to occur of (i)                           
January 1, 1993 or (ii)                                                         
the date such Retirement Plan first invests its assets in                       
Class A shares of one                                                           
or more of the MFS Funds, the CDSC on Class A shares will be                    
waived in the case                                                              
of a redemption of all of the Retirement Plan's shares                          
(including shares of any                                                        
other class) in all MFS Funds (i.e., all the assets of the                      
Retirement Plan                                                                 
invested in the MFS Funds are withdrawn), unless,                               
immediately prior to the                                                        
redemption, the aggregate amount invested by the Retirement                     
Plan in Class A                                                                 
shares of the MFS Funds (excluding the reinvestment of                          
distributions) during the                                                       
prior four year period equals 50% or more of the total value                    
of the Retirement                                                               
Plan's assets in the MFS Funds, in which case the CDSC will                     
not be waived. The                                                              
CDSC on Class A shares will be waived upon redemption by a                      
Retirement Plan where                                                           
the redemption proceeds are used to pay expenses of the                         
Retirement Plan or                                                              
certain expenses of participants under the Retirement Plan                      
(e.g., participant                                                              
account fees), provided that the Retirement Plan's sponsor                      
subscribes to the MFS                                                           
Fundamental 401(k) Plan(sm) or another similar recordkeeping                    
system made                                                                     
available by the Shareholder Servicing Agent. The CDSC on                       
Class A shares will be                                                          
waived upon the transfer of registration from shares held by                    
a Retirement Plan                                                               
through a single account maintained by the Shareholder                          
Servicing Agent to                                                              
multiple Class A share accounts maintained by the                               
Shareholder Servicing Agent on                                                  
behalf of individual participants in the Retirement Plan,                       
provided that the                                                               
Retirement Plan's sponsor subscribes to the MFS Fundamental                     
401(k) Plan(sm) or                                                              
another similar recordkeeping system made available by the                      
Shareholder Servicing                                                           
Agent. Any applicable CDSC will be deferred upon an exchange                    
of Class A shares                                                               
of the Fund for units of participation of the MFS Fixed Fund                    
(a bank collective                                                              
investment fund) (the "Units"), and the CDSC will be                            
deducted from the                                                               
redemption proceeds when such Units are subsequently                            
redeemed (assuming the CDSC                                                     
is then payable). No CDSC will be assessed upon an exchange                     
of Units for Class A                                                            
shares of a Fund. For purposes of calculating the CDSC                          
payable upon redemption                                                         
of Class A shares of a Fund or Units acquired                                   

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pursuant to one or more exchanges, the period during which                      
the Units are held                                                              
will be aggregated with the period during which the Class A                     
shares are held. MFD                                                            
will receive all CDSCs which it intends to apply for the                        
benefit of a Fund.                                                              

ELIGIBILITY TO PURCHASE SHARES AT NET ASSET VALUE. Class                
A shares of each                                                                
Fund may be sold at their net asset value to the officers of                    
the Trust, to any                                                               
of the subsidiary companies of Sun Life, to eligible                            
Directors, officers,                                                            
employees (including retired employees) and agents of MFS,                      
Sun Life or any of                                                              
their subsidiary companies, to any trust, pension, profit-                      
sharing or any other                                                            
benefit plan for such persons, to any trustees and retired                      
trustees of any                                                                 
investment company for which MFD serves as distributor or                       
principal underwriter,                                                          
and to certain family members of such individuals and their                     
spouses, provided                                                               
such shares will not be resold except to the Fund. Class A                      
shares of each Fund                                                             
may be sold at net asset value to any employee, partner,                        
officer or trustee of                                                           
any sub-adviser to any MFS Fund and to certain family                           
members of such                                                                 
individuals and their spouses, or to any trust, pension,                        
profit-sharing or other                                                         
Retirement Plan for the sole benefit of such employee or                        
representative,                                                                 
provided such shares will not be resold except to the Fund.                     
Class A shares of                                                               
each Fund may also be sold at their net asset value to any                      
employee or                                                                     
registered representative of any dealer or other financial                      
institution which has                                                           
a sales agreement with MFD or its affiliates, to certain                        
family members of such                                                          
employee or representative and their spouses, or to any                         
trust, pension,                                                                 
profit-sharing or other Retirement Plan for the sole benefit                    
of such employee or                                                             
representative, as well as clients of MFS Asset Management,                     
Inc. Class A shares                                                             
of each Fund may be sold at net asset value, subject to                         
appropriate                                                                     
documentation, through a dealer where the amount invested                       
represents redemption                                                           
proceeds from a registered open-end management investment                       
company not                                                                     
distributed or managed by MFD or its affiliates if: (i) the                     
redeemed shares were                                                            
subject to an initial sales charge or a deferred sales                          
charge (whether or not                                                          
actually imposed); (ii) such redemption has occurred no more                    
than 90 days prior                                                              
to the purchase of Class A shares of the Fund; and (iii) the                    
Fund, MFD or its                                                                
affiliates have not agreed with such company or its                             
affiliates, formally or                                                         
informally, to sell Class A shares at net asset value or                        
provide any other                                                               
incentive with respect to such redemption and sale. Class A                     
shares of each Fund                                                             
may also be sold at net asset value where the amount                            
invested represents                                                             
redemption proceeds from the MFS Fixed Fund. In addition,                       
Class A shares may                                                              
also be sold at their net asset value in connection with the                    
acquisition or                                                                  
liquidation of the assets of other investment companies or                      
personal holding                                                                
companies. Insurance company separate accounts may also                         
purchase Class A shares                                                         
of each Fund at their net asset value. Class A shares of                        
each Fund may be                                                                
purchased at net asset value by Retirement Plans whose third                    
party                                                                           
administrators have entered into an administrative services                     
agreement with MFD                                                              
or one or more of its affiliates to perform certain                             
administrative services,                                                        
subject to certain operational requirements specified from                      
time to time by MFD                                                             
or one or more of its affiliates. Class A shares of each                        
Fund may be purchased                                                           
at net asset value through certain broker-dealers and other                     
financial                                                                       
institutions which have entered into an agreement with MFD,                     
which includes a                                                                
requirement that such shares be sold for the benefit of                         
clients participating in                                                        
a "wrap account" or a similar program under which such                          
clients pay a fee to such                                                       
broker-dealer or other financial institution.                                   

Class A shares of each Fund may be purchased at net asset                       
value by Retirement                                                             
Plans qualified under Section 401(k) of the Code through                        
certain broker-dealers                                                          
and other financial institutions which have entered into an                     
agreement with MFD                                                              
which includes certain minimum size qualifications for such                     
Retirement Plans and                                                            
provides that the broker-dealer or other financial                              
institution will perform                                                        
certain administrative services with respect to the plan's                      
account.                                                                        

Class A shares of each Fund may be purchased at net asset                       
value by certain                                                                
retirement plans subject to the Employee Retirement Income                      
Security Act of 1974,                                                           
as amended, subject to the following:                                           

(i) the sponsoring organization must demonstrate to the                 
satisfaction of MFD                                                             
that either (a) the employer has at least 25 employees                  
or (b) the aggregate                                                            
purchases by the Retirement Plan of Class A shares of                   
the MFS Funds will be                                                           
in an amount of at least $250,000 within a reasonable                   
period of time, as                                                              
determined by MFD in its sole discretion; and                           

(ii) a CDSC of 1% will be imposed on such purchases in                  
the event of certain                                                            
redemption transactions within 12 months following such                 
purchases.                                                                      

Class A shares of each Fund may also be sold at net asset                       
value through the                                                               
automatic reinvestment of Class A and Class B periodic                          
distributions which                                                             
constitute required withdrawals from qualified retirement                       
plans. Furthermore,                                                             
Class A shares of each Fund may be sold at net asset value                      
through the automatic                                                           
reinvestment of distributions of dividends and capital gains                    
of Class A                                                                      

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shares of other MFS Funds pursuant to the Distribution                          
Investment Program. See                                                         
"Shareholder Services" in the Statement of Additional                           
Information.                                                                    

CLASS B SHARES:  Class B shares are offered at net asset                        
value without an                                                                
initial sales charge but subject to a CDSC as a percentage                      
of the lesser of the                                                            
original purchase price or redemption proceeds as follows:                      

                                                                [Download Table]

    YEAR OF                                                 
CONTINGENT                                                  
  REDEMPTION                                                
DEFERRED SALES                                              
AFTER PURCHASE                                              
CHARGE                                                      
---------------                                         ----
----------                                                  
                                                            
First.................................................      
4%                                                          
Second................................................      
4%                                                          
Third.................................................      
3%                                                          
Fourth................................................      
3%                                                          
Fifth.................................................      
2%                                                          
Sixth.................................................      
1%                                                          
Seventh and following.................................      
0%                                                          

For Class B shares of MFS Funds purchased prior to January                      
1, 1993, each Fund                                                              
imposes a CDSC as a percentage of the lesser of the original                    
purchase price or                                                               
redemption proceeds as follows:                                                 

                                                                [Download Table]

    YEAR OF                                                 
CONTINGENT                                                  
  REDEMPTION                                                
DEFERRED SALES                                              
AFTER PURCHASE                                              
CHARGE                                                      
---------------                                         ----
----------                                                  
                                                            
First.................................................      
6%                                                          
Second................................................      
5%                                                          
Third.................................................      
4%                                                          
Fourth................................................      
3%                                                          
Fifth.................................................      
2%                                                          
Sixth.................................................      
1%                                                          
Seventh and following.................................      
0%                                                          

No CDSC is paid upon an exchange of shares. For purposes of                     
calculating the CDSC                                                            
upon redemption of shares acquired in an exchange, the                          
purchase of shares                                                              
acquired in one or more exchanges is deemed to have occurred                    
at the time of the                                                              
original purchase of the exchanged shares. See "Redemptions                     
and Repurchases --                                                              
Contingent Deferred Sales Charge" for further discussion of                     
the CDSC.                                                                       

WAIVER OF CDSC.  The CDSC on Class B shares will be                     
waived upon the death or                                                        
disability (as defined in section 72(m)(7) of the Code) of                      
any investor,                                                                   
provided the account is registered (i) in the case of a                         
deceased individual,                                                            
solely in the deceased individual's name, (ii) in the case                      
of a disabled                                                                   
individual, solely or jointly in the disabled individual's                      
name or (iii) in the                                                            
name of a living trust for the benefit of the deceased or                       
disabled individual.                                                            
The CDSC on Class B shares will also be waived in the case                      
of redemptions of                                                               
shares of a Fund pursuant to a systematic withdrawal plan.                      
In addition, the CDSC                                                           
on Class B shares will be waived in the case of                                 
distributions from an IRA,                                                      
SAR-SEP or any other retirement plan qualified under Section                    
401(a) or 403(b) of                                                             
the Code due to death or disability, or in the case of                          
required minimum                                                                
distributions from any such retirement plan due to                              
attainment of age 70 1/2. The                                                   
CDSC on Class B shares will be waived in the case of                            
distributions from a                                                            
retirement plan qualified under Section 401(a) of the Code                      
due to (i) returns of                                                           
excess contribution to the plan, (ii) retirement of a                           
participant in the plan,                                                        
(iii) a loan from the plan (repayments of loans, however,                       
will constitute new                                                             
sales for purposes of assessing the CDSC), (iv) "financial                      
hardship" of the                                                                
participant in the plan, as that term is defined in Treasury                    
Regulation Section                                                              
1.401(k)-1(d)(2), as amended from time to time, and (v)                         
termination of                                                                  
employment of the participant in the plan (excluding,                           
however, a partial or                                                           
other termination of the plan). The CDSC on Class B shares                      
will be waived in the                                                           
case of distributions from SAR-SEP due to (i) returns of                        
excess contribution to                                                          
the plan, (ii) retirement of a participant in the plan and                      
(iii) termination of                                                            
employment of the participant in the plan (excluding,                           
however, a partial or                                                           
other termination of the plan). The CDSC on Class B shares                      
will also be waived                                                             
upon redemption by (i) officers of the Trust, (ii) any of                       
the subsidiary                                                                  
companies of Sun Life, (iii) eligible Directors,                                

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officers, employees (including retired employees) and agents                    
of MFS, Sun Life or                                                             
any of their subsidiary companies, (iv) any trust, pension,                     
profit-sharing or                                                               
any other benefit plan for such persons, (v) any trustees                       
and retired trustees                                                            
of any investment company for which MFD serves as                               
distributor or principal                                                        
underwriter, and (vi) certain family members of such                            
individuals and their                                                           
spouses, provided in each case that the shares will not be                      
resold except to a                                                              
Fund. The CDSC on Class B shares will also be waived in the                     
case of redemptions                                                             
by any employee or registered representative of any dealer                      
or other financial                                                              
institution which has a sales agreement with MFD, by certain                    
family members of                                                               
such employee or representative and their spouses, by any                       
trust, pension,                                                                 
profit-sharing or other retirement plan for the sole benefit                    
of such employee or                                                             
representative and by clients of the MFS Asset Management,                      
Inc. A Retirement                                                               
Plan that has invested its assets in Class B shares of one                      
or more of the funds                                                            
in the MFS Funds for more than 10 years from the later to                       
occur of (i) January                                                            
1, 1993 or (ii) the date the Retirement Plan first invests                      
its assets in Class B                                                           
shares of one or more of the funds in the MFS Funds will                        
have the CDSC on Class                                                          
B shares waived in the case of a redemption of all the                          
Retirement Plan's shares                                                        
(including any shares of any other class) in all MFS Funds                      
(i.e., all the assets                                                           
of the Retirement Plan invested in the MFS Funds are                            
withdrawn), except that if,                                                     
immediately prior to the redemption, the aggregate amount                       
invested by the                                                                 
Retirement Plan in Class B shares of the MFS Funds                              
(excluding the reinvestment                                                     
of distributions) during the prior four year period equals                      
50% or more of the                                                              
total value of the Retirement Plan's assets in the MFS                          
Funds, then the CDSC will                                                       
not be waived. The CDSC on Class B shares will be waived                        
upon redemption by a                                                            
Retirement Plan where the redemption proceeds are used to                       
pay expenses of the                                                             
Retirement Plan or certain expenses of participants under                       
the Retirement Plan                                                             
(e.g., participant account fees), provided that the                             
Retirement Plan's sponsor                                                       
subscribes to the MFS Fundamental 401(k)(sm) or another                         
similar recordkeeping                                                           
system made available by the Shareholder Servicing Agent.                       
The CDSC on Class B                                                             
shares will be waived upon the transfer of registration from                    
shares held by a                                                                
Retirement Plan through a single account maintained by the                      
Shareholder Servicing                                                           
Agent to multiple Class B share accounts maintained by the                      
Shareholder Servicing                                                           
Agent on behalf of individual participants in the Retirement                    
Plan, provided that                                                             
the Retirement Plan's sponsor subscribes to the MFS                             
Fundamental 40(k)(sm) or                                                        
another similar recordkeeping system made available by the                      
Shareholder Servicing                                                           
Agent. The CDSC on Class B shares may also be waived in                         
connection with the                                                             
acquisition or liquidation of the assets of other investment                    
companies or                                                                    
personal holding companies.                                                     

CONVERSION OF CLASS B SHARES. Class B shares of each                    
Fund will convert to                                                            
Class A shares of the same Fund approximately eight years                       
after the purchase                                                              
date. Shares purchased through the reinvestment of                              
distributions paid in respect                                                   
of Class B shares will be treated as Class B shares for                         
purposes of the payment                                                         
of the distribution and service fees under the Distribution                     
Plan applicable to                                                              
Class B shares. However, for purposes of conversion to Class                    
A shares, all                                                                   
shares in a shareholder's account that were purchased                           
through the reinvestment                                                        
of dividends and distributions paid in respect of Class B                       
shares (and which have                                                          
not converted to Class A shares as provided in the following                    
sentence) will be                                                               
held in a separate sub-account. Each time any Class B shares                    
in the                                                                          
shareholder's account (other than those in the sub-account)                     
convert to Class A                                                              
shares, a portion of the Class B shares then in the sub-                        
account will also                                                               
convert to Class A shares. The portion will be determined by                    
the ratio that the                                                              
shareholder's Class B shares not acquired through                               
reinvestment of dividends and                                                   
distributions that are converting to Class A shares bear to                     
the shareholder's                                                               
total Class B shares not acquired through such reinvestment.                    
The conversion of                                                               
Class B shares to Class A shares is subject to the                              
continuing availability of a                                                    
ruling from the Internal Revenue Service or an opinion of                       
counsel that such                                                               
conversion will not constitute a taxable event for Federal                      
tax purposes. There                                                             
can be no assurance that such ruling or opinion will be                         
available, and the                                                              
conversion of Class B shares to Class A shares will not                         
occur if such ruling or                                                         
opinion is not available. In such event, Class B shares                         
would continue to be                                                            
subject to higher expenses than Class A shares for an                           
indefinite period.                                                              

GENERAL:  Except as described below, the minimum initial                        
investment is $1,000                                                            
per account and the minimum additional investment is $50 per                    
account. Accounts                                                               
being established for monthly automatic investments and                         
under payroll savings                                                           
programs and tax-deferred retirement programs (other than                       
IRAs) involving the                                                             
submission of investments by means of group remittal                            
statements are subject to a                                                     
$50 minimum on initial and additional investments per                           
account. The minimum                                                            
initial investment for IRAs is $250 per account and the                         
minimum additional                                                              
investment is $50 per account. Accounts being established                       
for participation in                                                            
the Automatic Exchange Plan are subject to a $50 minimum on                     
initial and                                                                     
additional investments per account.                                             

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There are also other limited exceptions to these minimums                       
for certain                                                                     
tax-deferred retirement programs. Any minimums may be                           
changed at any time at the                                                      
discretion of MFD. Each Fund reserves the right to cease                        
offering its shares at                                                          
any time.                                                                       

Securities dealers and other financial institutions may                         
receive different                                                               
compensation with respect to sales of Class A and Class B                       
shares. In some                                                                 
instances, promotional incentives to dealers may be offered                     
only to certain                                                                 
dealers who have sold or may sell significant amounts of a                      
Fund's shares. From                                                             
time to time, MFD may pay dealers 100% of the applicable                        
sales charge on sales                                                           
of Class A shares of certain specified MFS Funds sold by                        
such dealer during a                                                            
specified sales period. In addition, MFD or its affiliates                      
may, from time to                                                               
time, pay dealers an additional commission equal to 0.50% of                    
the net asset value                                                             
of all of the Class B shares of certain specified MFS Funds                     
sold by such dealer                                                             
during a specified sales period. In addition, from time to                      
time, MFD, at its                                                               
expense, may provide additional commissions, compensation or                    
promotional                                                                     
incentives ("concessions") to dealers which sell shares of a                    
Fund. The staff of                                                              
the SEC has indicated that dealers who receive more than 90%                    
of the sales charge                                                             
may be considered underwriters. Such concessions provided by                    
MFD may include                                                                 
financial assistance to dealers in connection with                              
preapproved conferences or                                                      
seminars, sales or training programs for invited registered                     
representatives,                                                                
payment for travel expenses, including lodging, incurred by                     
registered                                                                      
representatives and members of their families or other                          
invited guests to various                                                       
locations for such seminars or training programs, seminars                      
for the public,                                                                 
advertising and sales campaigns regarding one or more MFS                       
Funds, and/or other                                                             
dealer-sponsored events. In some instances, these                               
concessions may be offered to                                                   
dealers or only to certain dealers who have sold or may                         
sell, during specified                                                          
periods, certain minimum amounts of shares of a Fund. From                      
time to time, MFD may                                                           
make expense reimbursements for special training of a                           
dealer's registered                                                             
representatives in group meetings or to help pay the                            
expenses of sales contests.                                                     
Other concessions may be offered to the extent not                              
prohibited by the laws of any                                                   
state or any self-regulatory agency, such as the National                       
Association of                                                                  
Securities Dealers, Inc. (the "NASD").                                          

For shareholders who elect to participate in certain                            
investment programs (e.g.,                                                      
the Automatic Investment Plan) or other shareholder                             
services, MFD or its                                                            
affiliates may either (i) give a gift of nominal value, such                    
as a hand-held                                                                  
calculator, or (ii) make a nominal charitable contribution                      
on their behalf.                                                                

A shareholder whose shares are held in the name of, or                          
controlled by, an                                                               
investment dealer might not receive many of the privileges                      
and services from a                                                             
Fund (such as Right of Accumulation, Letter of Intent and                       
certain recordkeeping                                                           
services) that the Fund ordinarily provides.                                    

Purchases and exchanges should be made for investment                           
purposes only. Each Fund                                                        
and MFD reserve the right to reject any specific purchase                       
order or to restrict                                                            
purchases by a particular purchaser (or group of related                        
purchasers). Each Fund                                                          
or MFD may reject or restrict any purchases by a particular                     
purchaser or group,                                                             
for example, when such purpose is contrary to the best                          
interests of a Fund's                                                           
other shareholders or otherwise would disrupt the management                    
of a Fund.                                                                      

MFD may enter into an agreement with shareholders who intend                    
to make exchanges                                                               
among certain classes of certain MFS Funds (as determined by                    
MFD) which follow a                                                             
timing pattern, and with individuals or entities acting on                      
such shareholders'                                                              
behalf (collectively, "market timers"), setting forth the                       
terms, procedures and                                                           
restrictions with respect to such exchanges. In the absence                     
of such an                                                                      
agreement, it is the policy of each Fund and MFD to reject                      
or restrict purchases                                                           
by market timers if (i) more than two exchange purchases are                    
effected in a timed                                                             
account in the same calendar quarter; or (ii) a purchase                        
would result in shares                                                          
being held in timed accounts by market timers representing                      
more than (x) one                                                               
percent of a Fund's net assets or (y) specified dollar                          
amounts in the case of                                                          
certain MFS Funds, which may include a Fund and which may                       
change from time to                                                             
time. Each Fund and MFD reserve the right to request market                     
timers to redeem                                                                
their shares at net asset value, less any applicable CDSC,                      
if either of these                                                              
restrictions is violated.                                                       

EXCHANGES                                                                       

Subject to the requirements set forth below, some or all of                     
the shares in an                                                                
account with a Fund for which payment has been received by                      
the Fund (i.e. an                                                               
established account) may be exchanged for shares of the same                    
class of any of the                                                             
other MFS Funds (if available for sale) at net asset value.                     
Shares of one class                                                             
may not be exchanged at net asset value for shares of any                       
other class. Exchanges                                                          
will be made only after instructions in writing or by                           
telephone (an "Exchange                                                         
Request") are received for                                                      

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an established account by the Shareholder Servicing Agent in                    
proper form (i.e.,                                                              
if in writing-signed by the record owner(s) exactly as the                      
shares are                                                                      
registered; if by telephone-proper account identification is                    
given by the dealer                                                             
or shareholder of record); and each exchange must involve                       
either shares having                                                            
an aggregate value of at least $1,000 ($50 in the case of                       
retirement plan                                                                 
participants whose sponsoring organizations subscribe to MFS                    
FUNDamental 401(k)                                                              
Plan or another similar 401(k) recordkeeping system made                        
available by the                                                                
Shareholder Servicing Agent) or all the shares in the                           
account. If the Exchange                                                        
Request is received by the Shareholder Servicing Agent on                       
any business day prior                                                          
to the close of regular trading on the New York Stock                           
Exchange (the "Exchange"),                                                      
the exchange usually will occur on that day if all the                          
requirements set forth                                                          
above have been complied with at that time. No more than                        
five exchanges may be                                                           
made in any one Exchange Request by telephone. Additional                       
information concerning                                                          
this exchange privilege and prospectuses for any of the                         
other MFS Funds may be                                                          
obtained from investment dealers or the Shareholder                             
Servicing Agent. A                                                              
shareholder should read the prospectus of the other MFS Fund                    
and consider the                                                                
differences in objectives and policies before making any                        
exchange. For federal                                                           
and (generally) state income tax purposes, an exchange is                       
treated as a sale of                                                            
the shares exchanged and, therefore, an exchange could                          
result in a gain or loss                                                        
to the shareholder making the exchange. Exchanges by                            
telephone are automatically                                                     
available to most non-retirement plan accounts and certain                      
retirement plan                                                                 
accounts. For further information regarding exchanges by                        
telephone see                                                                   
"Redemptions By Telephone". The exchange privilege (or any                      
aspect of it) may be                                                            
changed or discontinued and is subject to certain                               
limitations, including certain                                                  
restrictions on purchases by market timers. Special                             
procedures, privileges and                                                      
restrictions with respect to exchanges may apply to market                      
timers who enter into                                                           
an agreement with MFD, as set forth in such agreement. See                      
"Purchases."                                                                    

REDEMPTIONS AND REPURCHASES                                                     

A shareholder may withdraw all or any portion of the amount                     
in his account on                                                               
any date on which a Fund is open for business by redeeming                      
shares at their net                                                             
asset value (a redemption) or by selling such shares to the                     
Fund through a                                                                  
dealer (a repurchase). Because the net asset value of shares                    
of the account                                                                  
fluctuates, redemptions or repurchases, which are taxable                       
transactions, are                                                               
likely to result in gains or losses to the shareholder. When                    
a shareholder                                                                   
withdraws an amount from his account, the shareholder is                        
deemed to have tendered                                                         
for redemption a sufficient number of full and fractional                       
shares in his account                                                           
to cover the amount withdrawn. The proceeds of a redemption                     
or repurchase will                                                              
normally be available within seven days, except during any                      
period in which the                                                             
right of redemption is suspended or date of payment is                          
postponed because the                                                           
Exchange is closed or trading on the Exchange is restricted,                    
or, to the extent                                                               
otherwise permitted by the 1940 Act, if an emergency exists.                    
For shares                                                                      
purchased, or received in exchange for shares purchased, by                     
check (including                                                                
certified checks or cashier's checks) payment of redemption                     
proceeds may be                                                                 
delayed for up to 15 days from the purchase date in an                          
effort to assure that                                                           
such check has cleared. Payment of redemption proceeds may                      
be delayed for up to                                                            
seven days from the redemption date if a Fund determines                        
that such a delay would                                                         
be in the best interest of all its remaining shareholders.                      

A. REDEMPTION BY MAIL -- Each shareholder has the right to                      
redeem all or any                                                               
portion of the shares in his account by mailing or                              
delivering to the Shareholder                                                   
Servicing Agent (see back cover for address) a stock power                      
with a written                                                                  
request for redemption, or letter of instruction, together                      
with his share                                                                  
certificates (if any were issued) all in "good order" for                       
transfer. "Good order"                                                          
generally means that the stock power, written request for                       
redemption, letter of                                                           
instruction or certificate must be endorsed by the record                       
owner(s) exactly as                                                             
the shares are registered and the signature(s) must be                          
guaranteed in the manner                                                        
set forth below under the caption "Signature Guarantee." In                     
addition, in some                                                               
cases, "good order" may require the furnishing of additional                    
documents. The                                                                  
Shareholder Servicing Agent may make certain de minimis                         
exceptions to the above                                                         
requirements for redemption. Within seven days after receipt                    
of a redemption                                                                 
request by the Shareholder Servicing Agent in "good order,"                     
a Fund will make                                                                
payment in cash of the net asset value of the shares next                       
determined after such                                                           
redemption request was received, reduced by the amount of                       
any applicable CDSC                                                             
described above and the amount of any income tax required to                    
be withheld.                                                                    

B. REDEMPTION BY TELEPHONE -- Each shareholder may redeem an                    
amount from his                                                                 
account by telephoning the Shareholder Servicing Agent toll-                    
free at (800)                                                                   
225-2606. Shareholders wishing to avail themselves of this                      
telephone redemption                                                            
privilege must so elect on their Account Application,                           
designate thereon a                                                             
commercial bank and account number to receive the proceeds                      
of such redemption,                                                             
and sign the Account Application Form with the signature(s)                     
guaranteed in the                                                               
manner set forth below under the caption "Signature                             
Guarantee." The proceeds of                                                     
such a redemption, reduced by the amount of any applicable                      
CDSC described                                                                  

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above and the amount of any income tax required to be                           
withheld, are mailed by                                                         
check to the designated account, without charge. As a                           
special service, investors                                                      
may arrange to have proceeds in excess of $1,000 wired in                       
federal funds to the                                                            
designated account. If a telephone redemption request is                        
received by the                                                                 
Shareholder Servicing Agent by the close of regular trading                     
on the Exchange on                                                              
any business day, shares of a Fund will be redeemed at the                      
closing net asset                                                               
value of the Fund on that day. Subject to the conditions                        
described in this                                                               
section, proceeds of a redemption are normally mailed or                        
wired on the next                                                               
business day following the date of receipt of the order for                     
redemption. The                                                                 
Shareholder Servicing Agent will not be responsible for any                     
losses resulting                                                                
from unauthorized telephone transactions if it follows                          
reasonable procedures                                                           
designed to verify the identity of the caller. The                              
Shareholder Servicing Agent                                                     
will request personal or other information from the caller,                     
and will normally                                                               
also record calls. Shareholders should verify the accuracy                      
of confirmation                                                                 
statements immediately after their receipt.                                     

C. REPURCHASE THROUGH A DEALER -- If a shareholder desires                      
to sell his shares at                                                           
their net asset value through his securities dealer (a                          
repurchase), the                                                                
shareholder can place a repurchase order with his dealer,                       
who may charge the                                                              
shareholder a fee. IF THE DEALER RECEIVES THE SHAREHOLDER'S                     
ORDER PRIOR TO THE                                                              
CLOSE OF REGULAR TRADING ON THE EXCHANGE AND COMMUNICATES IT                    
TO MFD ON THE SAME                                                              
DAY BEFORE MFD CLOSES FOR BUSINESS, THE SHAREHOLDER WILL                        
RECEIVE THE NET ASSET                                                           
VALUE CALCULATED ON THAT DAY, REDUCED BY THE AMOUNT OF ANY                      
APPLICABLE CDSC AND                                                             
THE AMOUNT OF ANY INCOME TAX REQUIRED TO BE WITHHELD.                           

GENERAL: Shareholders of a Fund who have redeemed their                         
shares have a one-time                                                          
right to reinvest the redemption proceeds in the same class                     
of shares of any of                                                             
the MFS Funds (if shares of such MFS Fund are available for                     
sale) at net asset                                                              
value (with a credit for any CDSC paid) within 90 days of                       
the redemption                                                                  
pursuant to the Reinstatement Privilege. If the shares                          
credited for any CDSC                                                           
paid are then redeemed within six years of the initial                          
purchase in the case of                                                         
Class B shares, or within twelve months for certain Class A                     
share purchases, a                                                              
CDSC will be imposed upon redemption. Such purchases under                      
the Reinstatement                                                               
Privilege are subject to all limitations in the Statement of                    
Additional                                                                      
Information regarding this privilege.                                           

Subject to each Fund's compliance with applicable                               
regulations, each Fund has                                                      
reserved the right to pay the redemption or repurchase price                    
of shares of the                                                                
Fund, either totally or partially, by a distribution in kind                    
of portfolio                                                                    
securities (instead of cash). The securities so distributed                     
would be valued at                                                              
the same amount as that assigned to them in calculating the                     
net asset value for                                                             
the shares being sold. If a shareholder received a                              
distribution in kind, the                                                       
shareholder could incur transaction, tax or other charges                       
when converting the                                                             
securities to cash.                                                             

Due to the relatively high cost of maintaining small                            
accounts, each Fund                                                             
reserves the right to redeem shares in any account for their                    
then-current value                                                              
(which will be promptly paid to the shareholder) if at any                      
time the total                                                                  
investment in such account drops below $500 because of                          
redemptions, except in                                                          
the case of accounts established for monthly automatic                          
investments and certain                                                         
payroll savings programs, Automatic Exchange Plan accounts                      
and tax-deferred                                                                
retirement plans, for which there is a lower minimum                            
investment requirement. See                                                     
"Purchases." Shareholders will be notified that the value of                    
their account is                                                                
less than the minimum investment requirement and allowed 60                     
days to make an                                                                 
additional investment before the redemption is processed. No                    
CDSC will be                                                                    
imposed with respect to such involuntary redemptions.                           

SIGNATURE GUARANTEE: In order to protect shareholders                           
against fraud, each Fund                                                        
requires in certain instances as indicated above that the                       
shareholder's                                                                   
signature be guaranteed. In these cases the shareholder's                       
signature must be                                                               
guaranteed by an eligible bank, broker, dealer, credit                          
union, national                                                                 
securities exchange, registered securities association,                         
clearing agency or                                                              
savings association. Signature guarantees shall be accepted                     
in accordance with                                                              
policies established by the Shareholder Servicing Agent.                        

CONTINGENT DEFERRED SALES CHARGE -- Investments in Class A                      
or Class B shares                                                               
("Direct Purchases") will be subject to a CDSC for a period                     
of 12 months (in the                                                            
case of purchases of $1 million or more of Class A shares)                      
or six years (in the                                                            
case of purchases of Class B shares). Purchases of Class A                      
shares made during a                                                            
calendar month, regardless of when during the month the                         
investment occurred,                                                            
will age one month on the last day of the month and each                        
subsequent month. Class                                                         
B shares of any MFS Fund purchased on or after January 1,                       
1993 will be                                                                    
aggregated on a calendar month basis -- all transactions                        
made during a calendar                                                          
month, regardless of when during the month they have                            
occurred, will age one year                                                     
at the close of business on the last day of such month in                       
the following calendar                                                          
year and each subsequent year. For the Class B shares of any                    
MFS Fund purchased                                                              
prior to January 1, 1993, transactions will be aggregated on                    
a calendar year                                                                 
basis -- all transactions made during a calendar year,                          

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regardless of when during the year they have occurred, will                     
age one year at the                                                             
close of business on December 31 of that year and each                          
subsequent year. At the                                                         
time of a redemption, the amount by which the value of a                        
shareholder's account                                                           
represented by Direct Purchases exceeds the sum of the six                      
calendar year                                                                   
aggregations (12 months in the case of purchases of $1                          
million or more of Class                                                        
A shares) of Direct Purchases may be redeemed without charge                    
("Free Amount").                                                                
Moreover, no CDSC is ever assessed on additional shares                         
acquired through the                                                            
automatic reinvestment of dividends or capital gain                             
distributions ("Reinvested                                                      
Shares").                                                                       

Therefore, at the time of redemption of shares of a                             
particular class, (i) any                                                       
Free Amount is not subject to the CDSC, and (ii) the amount                     
of the redemption                                                               
equal to the then-current value of Reinvested Shares is not                     
subject to the CDSC,                                                            
but (iii) any amount of the redemption in excess of the                         
aggregate of the                                                                
then-current value of Reinvested Shares and the Free Amount                     
is subject to a                                                                 
CDSC. The CDSC will first be applied against the amount of                      
Direct Purchases                                                                
which will result in any such charge being imposed at the                       
lowest possible rate.                                                           
The CDSC to be imposed upon redemptions will be calculated                      
as set forth in                                                                 
"Purchases" above.                                                              

The applicability of a CDSC will be unaffected by exchanges                     
or transfers of                                                                 
registration, except that, with respect to transfers of                         
registration to an IRA                                                          
rollover account, the CDSC will be waived if the shares                         
being reregistered would                                                        
have been eligible for a CDSC waiver had they been redeemed.                    

DISTRIBUTION PLANS                                                              

The Trustees have adopted separate distribution plans for                       
Class A and Class B                                                             
shares of each Fund pursuant to Section 12(b) of the 1940                       
Act and Rule 12b-1                                                              
thereunder (the "Rule"), after having concluded that there                      
is a reasonable                                                                 
likelihood that the plans would benefit the Fund and its                        
shareholders.                                                                   

CLASS A DISTRIBUTION PLAN.  Each Class A Distribution                   
Plan provides that the                                                          
Fund will pay MFD a distribution/service fee aggregating up                     
to (but not                                                                     
necessarily all of) 0.50% per annum of the average daily net                    
assets attributable                                                             
to Class A shares in order that MFD may pay expenses on                         
behalf of the Fund                                                              
related to the distribution and servicing of Class A shares.                    
The expenses to be                                                              
paid by MFD on behalf of each Fund include a service fee to                     
securities dealers                                                              
which enter into a sales agreement with MFD of up to 0.25%                      
per annum of the                                                                
Fund's average daily net assets attributable to Class A                         
shares that are owned by                                                        
investors for whom such securities dealer is the holder or                      
dealer of record.                                                               
This fee is intended to be partial consideration for all                        
personal services                                                               
and/or account maintenance services rendered by the dealer                      
with respect to Class                                                           
A shares. MFD may from time to time reduce the amount of the                    
service fee paid                                                                
for shares sold prior to a certain date. MFD may also retain                    
a distribution fee                                                              
of 0.25% per annum of each Fund's average daily net assets                      
attributable to Class                                                           
A shares. The purpose of the distribution payments to MFD                       
under each Class A                                                              
Distribution Plan is to compensate MFD for its distribution                     
services to a Fund.                                                             
Distribution fee payments under the Plans may be used by MFD                    
to pay securities                                                               
dealers a distribution fee in an amount equal on an annual                      
basis to 0.25% per                                                              
annum of each Fund's average daily net assets attributable                      
to Class A shares                                                               
(other than Class A shares that have converted from Class B                     
shares) owned by                                                                
investors for whom that securities dealer is the holder or                      
dealer of record. In                                                            
addition, to the extent that the aggregate of the foregoing                     
fees does not exceed                                                            
0.50% per annum of the average daily net assets of a Fund                       
attributable to Class                                                           
A shares, the Fund is permitted to pay other distribution-                      
related expenses,                                                               
including commissions to dealers and payments to wholesalers                    
employed by MFD for                                                             
sales at or above a certain dollar level. Fees payable under                    
each Class A                                                                    
Distribution Plan are charged to, and therefore reduce,                         
income allocated to                                                             
Class A shares. Service fees may be reduced for a securities                    
dealer that is the                                                              
holder or dealer of record for an investor who owns shares                      
of a Fund having an                                                             
aggregate net asset value at or above a certain dollar                          
level. Dealers may from                                                         
time to time be required to meet certain criteria in order                      
to receive service                                                              
fees. MFD or its affiliates are entitled to retain all                          
service fees payable                                                            
under each Class A Distribution Plan for which there is no                      
dealer of record or                                                             
for which qualification standards have not been met as                          
partial consideration for                                                       
personal services and/or account maintenance services                           
performed by MFD or its                                                         
affiliates to shareholder accounts. Certain banks and other                     
financial                                                                       
institutions that have agency agreements with MFD will                          
receive service fees that                                                       
are the same as service fees to dealers.                                        

CLASS B DISTRIBUTION PLAN.  Each Class B Distribution                   
Plan provides that the                                                          
Fund will pay MFD a daily distribution fee payable monthly                      
and equal on an                                                                 
annual basis to 0.75% of the Fund's average daily net assets                    
attributable to                                                                 
Class B shares and will pay MFD a service fee of up to 0.25%                    
per annum of the                                                                
Fund's average daily net assets attributable to Class B                         
shares (which                                                                   

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MFD will in turn pay to securities dealers which enter into                     
a sales agreement                                                               
with MFD at a rate of up to 0.25% per annum of the Fund's                       
average daily net                                                               
assets attributable to Class B shares owned by investors for                    
whom that                                                                       
securities dealer is the holder or dealer of record). This                      
service fee is                                                                  
intended to be additional consideration for all personal                        
services and/or account                                                         
maintenance services rendered by the dealer with respect to                     
Class B shares. Fees                                                            
payable under each Class B Distribution Plan are charged to,                    
and therefore                                                                   
reduce, income allocated to Class B shares. Each Class B                        
Distribution Plan also                                                          
provides that MFD will receive all CDSCs attributable to                        
Class B shares (see                                                             
"Redemptions and Repurchases" above), which do not reduce                       
the distribution fee.                                                           
MFD will pay commissions to dealers of 3.75% of the purchase                    
price of Class B                                                                
shares purchased through dealers. MFD will also advance to                      
dealers the first                                                               
year service fee at a rate equal to 0.25% of the purchase                       
price of such shares                                                            
and, as compensation therefor, MFD may retain the service                       
fee paid by a Fund                                                              
with respect to such shares for the first year after                            
purchase. Therefore, the                                                        
total amount paid to a dealer upon the sale of shares is                        
4.00% of the purchase                                                           
price of the shares (commission rate of 3.75% plus service                      
fee equal to 0.25% of                                                           
the purchase price). Dealers will become eligible for                           
additional service fees                                                         
with respect to such shares commencing in the thirteenth                        
month following                                                                 
purchase. Dealers may from time to time be required to meet                     
certain criteria in                                                             
order to receive service fees. MFD or its affiliates are                        
entitled to retain all                                                          
service fees payable under each Class B Distribution Plan                       
with respect to                                                                 
accounts for which there is no dealer of record or for which                    
qualification                                                                   
standards have not been met as partial consideration for                        
personal services                                                               
and/or account maintenance services performed by MFD or its                     
affiliates to                                                                   
shareholder accounts. The purpose of the distribution                           
payments to MFD under each                                                      
Class B Distribution Plan is to compensate MFD for its                          
distribution services to                                                        
a Fund. Since MFD's compensation is not directly tied to its                    
expenses, the                                                                   
amount of compensation received by MFD during any year may                      
be more or less than                                                            
its actual expenses. For this reason, this type of                              
distribution fee arrangement                                                    
is characterized by the staff of the SEC as being of the                        
"compensation" variety.                                                         
However, a Fund is not liable for any expenses incurred by                      
MFD in excess of the                                                            
amount of compensation it receives. The expenses incurred by                    
MFD, including                                                                  
commissions to dealers, are likely to be greater than the                       
distribution fees for                                                           
the next several years, but thereafter such expenses may be                     
less than the amount                                                            
of the distribution fees. Certain banks and other financial                     
institutions that                                                               
have agency agreements with MFD will receive agency                             
transaction and service fees                                                    
that are the same as commissions and service fees to                            
dealers.                                                                        

DISTRIBUTIONS                                                                   

Each Fund intends to pay substantially all of its net                           
investment income as                                                            
dividends on an annual basis. In determining the net                            
investment income available                                                     
for distributions, each Fund may rely on projections of its                     
anticipated net                                                                 
investment income over a longer term, rather than its actual                    
net investment                                                                  
income for the period. If a Fund earns less than projected,                     
or otherwise                                                                    
distributes more than its earnings for the year, a portion                      
of the distributions                                                            
may constitute a return of capital. Each Fund may make one                      
or more distributions                                                           
during the calendar year to its shareholders from any long-                     
term capital gains,                                                             
and may also make one or more distributions during the                          
calendar year to its                                                            
shareholders from short-term capital gains. Shareholders may                    
elect to receive                                                                
dividends and capital gain distributions in either cash or                      
additional shares of                                                            
the same class with respect to which a distribution is made.                    
See "Tax Status"                                                                
and "Shareholder Services -- Distribution Options" below.                       
Distributions paid by                                                           
each Fund with respect to Class A shares will generally be                      
greater than those                                                              
paid with respect to Class B shares because expenses                            
attributable to Class B                                                         
shares will generally be higher.                                                

TAX STATUS                                                                      

Each Fund is treated as an entity separate from the other                       
series of the Trust                                                             
for federal income tax purposes. In order to minimize the                       
taxes each Fund would                                                           
otherwise be required to pay, each Fund intends to qualify                      
each year as a                                                                  
"regulated investment company" under Subchapter M of the                        
Code, and to make                                                               
distributions to its shareholders in accordance with the                        
timing requirements                                                             
imposed by the Code. It is expected that none of the Funds                      
will be required to                                                             
pay entity level federal income or excise taxes, although                       
foreign-source income                                                           
received by a Fund may be subject to foreign withholding                        
taxes.                                                                          

Shareholders of each Fund normally will have to pay federal                     
income taxes, and                                                               
any state or local taxes, on the dividends and capital gain                     
distributions they                                                              
receive from the Fund, whether paid in cash or additional                       
shares. A portion of                                                            
the dividends received from each Fund (but none of the                          
Fund's capital gains                                                            
distributions) may qualify for the dividends-received                           
deduction for                                                                   

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corporations. Shortly after the end of each calendar year,                      
each shareholder of a                                                           
Fund will be sent a statement setting forth the federal                         
income tax status of all                                                        
of the Fund's dividends and distributions for that year,                        
including the portion                                                           
taxable as ordinary income, any portion taxable as long-term                    
capital gain, the                                                               
portion, if any, representing a return of capital (which is                     
free of current                                                                 
taxes but results in a basis reduction) and the amount, if                      
any, of federal                                                                 
income tax withheld. In certain circumstances, a Fund may                       
also elect to "pass                                                             
through" to shareholders foreign income taxes paid by the                       
Fund. Under those                                                               
circumstances, the Fund will notify shareholders of their                       
pro rata portion of                                                             
the foreign income taxes paid by the Fund; shareholders may                     
be eligible for                                                                 
foreign tax credits or deductions with respect to those                         
taxes, but will be                                                              
required to treat the amount of the taxes as an amount                          
distributed to them and                                                         
thus includible in their gross income for federal income tax                    
purposes.                                                                       

Each Fund's distributions will reduce the Fund's net asset                      
value per share.                                                                
Shareholders who buy shares shortly before a Fund makes a                       
distribution may thus                                                           
pay the full price for the shares and then effectively                          
receive a portion of the                                                        
purchase price back as a taxable distribution.                                  

Each Fund intends to withhold U.S. federal income tax at a                      
rate of 30% on                                                                  
dividends and certain other payments that are subject to                        
such withholding and                                                            
that are made to persons who are neither citizens nor                           
residents of the U.S.,                                                          
regardless of whether a lower rate may be permitted under an                    
applicable treaty.                                                              
Each Fund is also required in certain circumstances to apply                    
backup withholding                                                              
at a rate of 31% on dividends and redemption proceeds paid                      
to any shareholder                                                              
(including a shareholder who is neither a citizen nor a                         
resident of the U.S.)                                                           
who does not furnish to the Fund certain information and                        
certifications or who                                                           
is otherwise subject to backup withholding. Backup                              
withholding will not,                                                           
however, be applied to payments which have been subject to                      
30% withholding.                                                                
Prospective Shareholders should read the Account Application                    
for information                                                                 
regarding backup withholding of federal income tax and                          
should consult their own                                                        
tax advisers as to the tax consequences of an investment in                     
a Fund.                                                                         

NET ASSET VALUE                                                                 

The net asset value per share of each class of each Fund is                     
determined each day                                                             
during which the Exchange is open for trading. This                             
determination is made once                                                      
each day as of the close of regular trading on the Exchange                     
by deducting the                                                                
amount of the liabilities attributable to the class from the                    
value of the assets                                                             
attributable to the class and dividing the difference by the                    
number of shares of                                                             
the class outstanding. Assets in each Fund's portfolio are                      
valued on the basis                                                             
of their market values or otherwise at their fair values, as                    
described in the                                                                
Statement of Additional Information. All investments and                        
assets are expressed in                                                         
U.S. dollars based upon current currency exchange rates. The                    
net asset value per                                                             
share of each class of shares is effective for orders                           
received by the dealer                                                          
prior to its calculation and received by MFD prior to the                       
close of that business                                                          
day.                                                                            

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES                            

Each Fund has two classes of shares, entitled Class A and                       
Class B shares of                                                               
Beneficial Interest (without par value). The Trust has                          
reserved the right to                                                           
create and issue additional classes and series of shares, in                    
which case each                                                                 
class of shares of a series would participate equally in the                    
earnings, dividends                                                             
and assets attributable to that class of that particular                        
series. Shareholders                                                            
are entitled to one vote for each share held and shares of                      
each series are                                                                 
entitled to vote separately to approve investment advisory                      
agreements or changes                                                           
in investment restrictions, but shares of all series vote                       
together in the                                                                 
election of Trustees and selection of accountants.                              
Additionally, each class of                                                     
shares of a series will vote separately on any material                         
increases in the fees                                                           
under its Distribution Plan or on any other matter that                         
affects solely that                                                             
class of shares, but will otherwise vote together with all                      
other classes of                                                                
shares of the series on all other matters. The Trust does                       
not intend to hold                                                              
annual shareholder meetings. The Trust's Declaration of                         
Trust provides that a                                                           
Trustee may be removed from office in certain instances. See                    
"Description of                                                                 
Shares, Voting Rights and Liabilities" in the Statement of                      
Additional                                                                      
Information.                                                                    

Each share of a class of each Fund represents an equal                          
proportionate interest in                                                       
the Fund with each other class share, subject to the                            
liabilities of the                                                              
particular class. Shares have no pre-emptive or conversion                      
rights (except as set                                                           
forth in "Purchases -- Conversion of Class B shares").                          
Shares are fully paid and                                                       
non-assessable. Should a Fund be liquidated, shareholders of                    
each class are                                                                  
entitled to share pro rata in the net assets attributable to                    
that class                                                                      
available for distribution to shareholders. Shares will                         
remain on deposit with                                                          
the Shareholder Servicing Agent and certificates will not be                    
issued except in                                                                
connection with pledges and assignments and in certain other                    
limited                                                                         
circumstances.                                                                  

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The Trust is an entity of the type commonly known as a                          
"Massachusetts business                                                         
trust." Under Massachusetts law, shareholders of such a                         
trust may, under certain                                                        
circumstances, be held personally liable as partners for its                    
obligations.                                                                    
However, the risk of a shareholder incurring financial loss                     
on account of                                                                   
shareholder liability would be limited to circumstances in                      
which both inadequate                                                           
insurance existed and the Trust itself was unable to meet                       
its obligations.                                                                

PERFORMANCE INFORMATION                                                         

From time to time, each Fund will provide total rate of                         
return quotations for                                                           
each class of shares and may also quote fund rankings in the                    
relevant fund                                                                   
category from various sources, such as the Lipper Analytical                    
Services, Inc. and                                                              
Wiesenberger Investment Companies Service. The International                    
Growth and Income                                                               
Fund may also provide its yield and current distribution                        
rate. Total rate of                                                             
return quotations will reflect the average annual percentage                    
change over stated                                                              
periods in the value of an investment in a class of a Fund                      
made at the maximum                                                             
public offering price of the shares of that class with all                      
distributions                                                                   
reinvested and which, if quoted for periods of six years or                     
less, will give                                                                 
effect to the imposition of the CDSC assessed upon                              
redemptions of the Fund's                                                       
Class B shares. Such total rate of return quotations may be                     
accompanied by                                                                  
quotations which do not reflect the reduction in value of                       
the initial investment                                                          
due to the sales charge or the deduction of a CDSC, and                         
which will thus be                                                              
higher. Yield quotations will be based on the annualized net                    
investment income                                                               
per share of a class of the International Growth and Income                     
Fund over a 30-day                                                              
period stated as a percent of the maximum public offering                       
price of shares of                                                              
that class on the last day of that period. The current                          
distribution rate for                                                           
each class is generally based upon the total amount of                          
dividends per share paid                                                        
by the International Growth and Income Fund to shareholders                     
of that class during                                                            
the past twelve months and is computed by dividing the                          
amount of such dividends                                                        
by the maximum public offering price of that class at the                       
end of such period.                                                             
Current distribution rate calculations for Class B shares                       
assume no CDSC is                                                               
paid. The current distribution rate differs from the yield                      
calculation because                                                             
it may include distributions to shareholders from sources                       
other than dividends                                                            
and interest, such as premium income from option writing,                       
short-term capital                                                              
gains, and return of invested capital, and is calculated                        
over a different period                                                         
of time. All performance quotations are based on historical                     
performance and are                                                             
not intended to indicate future performance. Yield reflects                     
only net portfolio                                                              
income as stated and current distribution rate reflects only                    
the rate of                                                                     
distributions paid by the International Growth and Income                       
Fund over a stated                                                              
period of time. Each Fund's quotations may from time to time                    
be used in                                                                      
advertisements, shareholder reports or other communications                     
to shareholders. For                                                            
a discussion of the manner in which a Fund will calculate                       
its total rate of                                                               
return, yield and current distribution rate see the                             
Statement of Additional                                                         
Information. In addition to information provided in                             
shareholder reports, each                                                       
Fund may, in its discretion, from time to time make a list                      
of all or a portion                                                             
of its holdings available to investors upon request.                            

EXPENSES                                                                        

The Trust pays the compensation of the Trustees who are not                     
officers of MFS and                                                             
all expenses of each Fund (other than those assumed by MFS)                     
including but not                                                               
limited to: governmental fees; interest charges; taxes;                         
membership dues in the                                                          
Investment Company Institute allocable to a Fund, fees and                      
expenses of                                                                     
independent auditors, of legal counsel, and of any transfer                     
agent, registrar or                                                             
dividend disbursing agent of a Fund; expenses of                                
repurchasing and redeeming                                                      
shares and servicing shareholder accounts; expenses of                          
preparing, printing and                                                         
mailing prospectus, periodic reports, notices and proxy                         
statements to                                                                   
shareholders and to governmental officers and commissions;                      
brokerage and other                                                             
expenses connected with the execution, recording and                            
settlement of portfolio                                                         
security transactions; insurance premiums; fees and expenses                    
of State Street                                                                 
Bank and Trust Company, the Trust's Custodian, for all                          
services to each Fund,                                                          
including safekeeping of funds and securities and                               
maintaining required books and                                                  
accounts; expenses of calculating the net asset value of                        
shares of a Fund; and                                                           
expenses of shareholder meetings. Expenses relating to the                      
issuance,                                                                       
registration and qualification of shares of a Fund and the                      
preparation, printing                                                           
and mailing of prospectuses are borne by the Fund except                        
that the Distribution                                                           
Agreement with MFD requires MFD to pay for prospectuses that                    
are to be used for                                                              
sales purposes. Expenses of the Trust which are not                             
attributable to a specific                                                      
series of the Trust are allocated among the series in a                         
manner believed by                                                              
management of the Trust to be fair and equitable.                               

MFS has agreed to pay until December 31, 2005 the expenses                      
of the Emerging                                                                 
Markets Equity Fund such that the aggregate operating                           
expenses of the Emerging                                                        
Markets Equity Fund's Class A and Class B shares do not                         
exceed 2.50% and 3.07%,                                                         

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respectively, of net assets; provided, however, that this                       
obligation may be                                                               
terminated or revised at any time by MFS without the consent                    
of the Trust or the                                                             
Emerging Markets Equity Fund by notice in writing from MFS                      
to the Trust on                                                                 
behalf of the Fund. Such payments by MFS are subject to                         
reimbursement by the                                                            
Emerging Markets Equity Fund which will be accomplished by                      
the payment by the                                                              
Fund of an expense reimbursement fee to MFS computed and                        
paid monthly as a                                                               
percentage of its average daily net assets for its then                         
current fiscal year,                                                            
with a limitation that immediately after such payment the                       
aggregate operating                                                             
expenses of the Fund would not exceed the amounts set forth                     
in the preceding                                                                
sentence. The expense reimbursement agreement terminates on                     
the earlier of the                                                              
date on which payments made thereunder by the Emerging                          
Markets Equity Fund equal                                                       
the prior payment of such reimbursable expenses by MFS or                       
December 31, 2005.                                                              

8. SHAREHOLDER SERVICES                                                         

Shareholders with questions concerning the shareholder                          
services described below                                                        
or concerning other aspects of a Fund, should contact the                       
Shareholder Servicing                                                           
Agent (see back cover for address and phone number).                            

ACCOUNT AND CONFIRMATION STATEMENTS -- Each shareholder will                    
receive                                                                         
confirmation statements showing the transaction activity in                     
his account. At the                                                             
end of each calendar year, each shareholder will receive                        
information regarding                                                           
the tax status of reportable dividends and distributions for                    
that year (see "Tax                                                             
Status").                                                                       

DISTRIBUTION OPTIONS -- The following options are available                     
to all accounts                                                                 
(except Systematic Withdrawal Plan accounts described below)                    
and may be changed                                                              
as often as desired by notifying the Shareholder Servicing                      
Agent:                                                                          

-- Dividends and capital gain distributions reinvested                  
in additional shares.                                                           
This option will be assigned if no other option is                
specified.                                                                      

-- Dividends in cash; capital gain distributions                        
reinvested in additional                                                        
shares.                                                           

-- Dividends and capital gain distributions in cash.                    

Reinvestments (net of any tax withholding) will be made in                      
additional full and                                                             
fractional shares of the same class of shares at the net                        
asset value in effect                                                           
at the close of business on the record date. Dividends and                      
capital gain                                                                    
distributions in amounts less than $10 will automatically be                    
reinvested in                                                                   
additional shares of a Fund. If a shareholder has elected to                    
receive dividends                                                               
and/or capital gain distributions in cash and the postal or                     
other delivery                                                                  
service is unable to deliver checks to the shareholder's                        
address of record, such                                                         
shareholder's distribution option will automatically be                         
converted to having all                                                         
dividends and other distributions reinvested in additional                      
shares. Any request                                                             
to change a distribution option must be received by the                         
Shareholder Servicing                                                           
Agent by the record date for a dividend or distribution in                      
order to be effective                                                           
for that dividend or distribution. No interest will accrue                      
on amounts                                                                      
represented by uncashed distribution or redemption checks.                      

INVESTMENT AND WITHDRAWAL PROGRAMS -- For the convenience of                    
shareholders, each                                                              
Fund makes available the following programs designed to                         
enable shareholders to                                                          
add to their investment in an account with each Fund or                         
withdraw from it with a                                                         
minimum of paper work. The programs involve no extra charge                     
to shareholders                                                                 
(other than a sales charge in the case of certain Class A                       
share purchases) and                                                            
may be changed or discontinued at any time by a shareholder                     
or a Fund:                                                                      

LETTER OF INTENT:  If a shareholder (other than a group                 
purchaser as                                                                    
described in the Statement of Additional Information)                           
anticipates purchasing                                                          
$100,000 or more of Class A shares of a Fund alone or in                        
combination with Class                                                          
B shares of the Fund or any of the classes of other MFS                         
Funds or MFS Fixed Fund                                                         
(a bank collective investment fund) within a 13-month period                    
(or 36-month period                                                             
for purchases of $1 million or more), the shareholder may                       
obtain such shares at                                                           
the same reduced sales charge as though the total quantity                      
were invested in one                                                            
lump sum, subject to escrow agreements and the appointment                      
of an attorney for                                                              
redemptions from the escrow amount if the intended purchases                    
are not completed,                                                              
by completing the Letter of Intent section of the Account                       
Application.                                                                    

RIGHT OF ACCUMULATION:  A shareholder qualifies for                     
cumulative quantity                                                             
discounts on purchases of Class A shares when his new                           
investment, together with                                                       
the current offering price value of all holdings of any                         
class of shares of that                                                         
shareholder in the MFS Funds or MFS Fixed Fund (a bank                          
collective investment                                                           
fund) reaches a discount level.                                                 

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DISTRIBUTION INVESTMENT PROGRAM:  Shares of a particular                
class of a Fund may                                                             
be sold at net asset value (and not subject to any CDSC)                        
through the automatic                                                           
reinvestment of dividend and capital gain distributions from                    
the same class of                                                               
another MFS Fund. Furthermore, distributions made by a Fund                     
may be automatically                                                            
invested at net asset value (and not subject to any CDSC) in                    
shares of the same                                                              
class of another MFS Fund, if shares of such MFS Fund are                       
available for sale.                                                             

SYSTEMATIC WITHDRAWAL PLAN:  A shareholder may direct                   
the Shareholder                                                                 
Servicing Agent to send to him (or any one he designates)                       
regular periodic                                                                
payments, as designated on the account application, and                         
based upon the value of                                                         
his account. Each payment under a Systematic Withdrawal Plan                    
(a "SWP") must be                                                               
at least $100, except in certain limited circumstances. The                     
aggregate                                                                       
withdrawals of Class B shares in any year pursuant to a SWP                     
will not be subject                                                             
to a CDSC and are generally limited to 10% of the value of                      
the account at the                                                              
time of the establishment of the SWP. The CDSC will not be                      
waived in the case of                                                           
SWP redemptions of Class A shares which are subject to a                        
CDSC.                                                                           

DOLLAR COST AVERAGING PROGRAMS --                                               

AUTOMATIC INVESTMENT PLAN:  Cash investments of $50 or                  
more may be made                                                                
through a shareholder's checking account twice monthly,                         
monthly or quarterly.                                                           
Required forms are available from the Shareholder Servicing                     
Agent or investment                                                             
dealers.                                                                        

AUTOMATIC EXCHANGE PLAN:  Shareholders having account                   
balances of at least                                                            
$5,000 in any MFS Fund may participate in the Automatic                         
Exchange Plan, a dollar                                                         
cost averaging program. The Automatic Exchange Plan provides                    
for automatic                                                                   
monthly or quarterly exchanges of funds from the                                
shareholder's account in an MFS                                                 
Fund for investment in the same class of shares of other MFS                    
Funds selected by                                                               
the shareholder (if available for sale). Under the Automatic                    
Exchange Plan,                                                                  
exchanges of at least $50 each may be made to up to four                        
different funds. A                                                              
shareholder should consider the objectives and policies of a                    
fund and review its                                                             
prospectus before electing to exchange money into such fund                     
through the                                                                     
Automatic Exchange Plan. No transaction fee is imposed in                       
connection with                                                                 
exchange transactions under the Automatic Exchange Plan.                        
However, exchanges of                                                           
shares of MFS Money Market Fund, MFS Government Money Market                    
Fund or Class A                                                                 
shares of MFS Cash Reserve Fund will be subject to any                          
applicable sales charge.                                                        
For federal and (generally) state income tax purposes, an                       
exchange is treated as                                                          
a sale of the shares exchanged and, therefore, could result                     
in a capital gain or                                                            
loss to the shareholder making the exchange. See the                            
Statement of Additional                                                         
Information for further information concerning the Automatic                    
Exchange Plan.                                                                  
Investors should consult their tax advisers for information                     
regarding the                                                                   
potential capital gain and loss consequences of transactions                    
under the Automatic                                                             
Exchange Plan.                                                                  

Because a dollar cost averaging program involves periodic                       
purchases of shares                                                             
regardless of fluctuating share offering prices, a                              
shareholder should consider                                                     
his financial ability to continue his purchases through                         
periods of low price                                                            
levels. Maintaining an investment program concurrently with                     
a withdrawal program                                                            
would be disadvantageous because of the sales charges                           
included in share                                                               
purchases in the case of Class A shares, and because of the                     
assessment of the                                                               
CDSC for share redemption (if applicable) in the case of                        
Class A shares.                                                                 

TAX-DEFERRED RETIREMENT PLANS -- Shares of each Fund may be                     
purchased by all                                                                
types of tax-deferred retirement plans, including IRAs, SEP-                    
IRA plans, 401(k)                                                               
plans, 403(b) plans and other corporate pension and profit-                     
sharing plans.                                                                  
Investors should consult with their tax adviser before                          
establishing any of the                                                         
tax-deferred retirement plans described above.                                  

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

The Funds' Statement of Additional Information, dated                           
September 1, 1995,                                                              
contains more detailed information about each Fund,                             
including information                                                           
related to (i) each Fund's investment policies and                              
restrictions, including the                                                     
purchase and sale of Options, Options on Stock Indices,                         
Futures Contracts,                                                              
Options on Futures Contracts, Forward Contracts and Options                     
on Foreign                                                                      
Currencies; (ii) the Trustees, officers, Investment Adviser                     
and Sub-Adviser;                                                                
(iii) portfolio trading; (iv) the shares, including rights                      
and liabilities of                                                              
shareholders; (v) tax status of dividends and distributions;                    
(vi) the                                                                        
Distribution Plans; and (vii) various services and                              
privileges provided by each                                                     
Fund for the benefit of its shareholders, including                             
additional information with                                                     
respect to the exchange privilege.                                              

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APPENDIX A                                                                      

DESCRIPTION OF BOND RATINGS 

MOODY'S 

AAA:  Bonds which are rated Aaa are judged to be of the best                    
quality. They carry                                                             
the smallest degree of investment risk and are generally                        
referred to as "gilt                                                            
edged." Interest payments are protected by a large or by an                     
exceptionally stable                                                            
margin and principal is secure. While the various protective                    
elements are likely                                                             
to change, such changes as can be visualized are most                           
unlikely to impair the                                                          
fundamentally strong position of such issues.                                   

AA:  Bonds which are rated Aa are judged to be of high                          
quality by all standards.                                                       
Together with the Aaa group they comprise what are generally                    
known as high grade                                                             
bonds. They are rated lower than the best bonds because                         
margins of protection                                                           
may not be as large as in Aaa securities or fluctuation of                      
protective elements                                                             
may be of greater amplitude or there may be other elements                      
present which make                                                              
the long-term risk appear somewhat larger than in Aaa                           
securities.                                                                     

A:  Bonds which are rated A possess many favorable                              
investment attributes and are                                                   
to be considered as upper-medium-grade obligations. Factors                     
giving security to                                                              
principal and interest are considered adequate, but elements                    
may be present                                                                  
which suggest a susceptibility to impairment some time in                       
the future.                                                                     

BAA:  Bonds which are rated Baa are considered as medium-                       
grade obligations,                                                              
(i.e., they are neither highly protected nor poorly                             
secured). Interest payments                                                     
and principal security appear adequate for the present but                      
certain protective                                                              
elements may be lacking or may be characteristically                            
unreliable over any great                                                       
length of time. Some bonds lack outstanding investment                          
characteristics and in                                                          
fact have speculative characteristics as well.                                  

BA:  Bonds which are rated Ba are judged to have speculative                    
elements; their                                                                 
future cannot be considered as well-assured. Often the                          
protection of interest                                                          
and principal payments may be very moderate, and thereby not                    
well safeguarded                                                                
during both good and bad times over the future. Uncertainty                     
of position                                                                     
characterizes bonds in this class.                                              

B:  Bonds which are rated B generally lack characteristics                      
of the desirable                                                                
investment. Assurance of interest and principal payments or                     
of maintenance of                                                               
other terms of the contract over any long period of time may                    
be small.                                                                       

CAA:  Bonds which are rated Caa are of poor standing. Such                      
issues may be in                                                                
default or there may be present elements of danger with                         
respect to principal or                                                         
interest.                                                                       

CA:  Bonds which are rated Ca represent obligations which                       
are speculative in a                                                            
high degree. Such issues are often in default or have other                     
marked shortcomings.                                                            

C:  Bonds which are rated C are the lowest rated class of                       
bonds, and issues so                                                            
rated can be regarded as having extremely poor prospects of                     
ever attaining any                                                              
real investment standing.                                                       

ABSENCE OF RATING:  Where no rating has been assigned or                        
where a rating has been                                                         
suspended or withdrawn, it may be for reasons unrelated to                      
the quality of the                                                              
issue.                                                                          

Should no rating be assigned, the reason may be one of the                      
following:                                                                      

1. An application for rating was not received or                        
accepted.                                                                       

2. The issue or issuer belongs to a group of securities                 
or companies that                                                               
are not rated as a matter of policy.                                            

3. There is a lack of essential data pertaining to the                  
issue or issuer.                                                                

4. The issue was privately placed, in which case the                    
rating is not published                                                         
in Moody's publications.                                                        

Suspension or withdrawal may occur if new and material                          
circumstances arise, the                                                        
effects of which preclude satisfactory analysis; if there is                    
no longer available                                                             
reasonable up-to-date data to permit a judgment to be                           
formed; if a bond is                                                            
called for redemption; or for other reasons.                                    

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NOTE:  Moody's applies numerical modifiers, 1, 2 and 3 in                       
each generic rating                                                             
classification from Aa to B. The modifier 1 indicates that                      
the company ranks in                                                            
the higher end of its generic rating category; the modifier                     
2 indicates a                                                                   
mid-range ranking; and the modifier 3 indicates that the                        
company ranks in the                                                            
lower end of its generic rating category.                                       

S & P 

AAA:  Debt rated AAA has the highest rating assigned by S &                     
P. Capacity to pay                                                              
interest and repay principal is extremely strong.                               

AA:  Debt rated AA has a very strong capacity to pay                            
interest and repay                                                              
principal and differs from the higher rated issues only in                      
small degree.                                                                   

A:  Debt rated A has a strong capacity to pay interest and                      
repay principal                                                                 
although it is somewhat more susceptible to the adverse                         
effects of changes in                                                           
circumstances and economic conditions than debt in higher                       
rated categories.                                                               

BBB:  Debt rated BBB is regarded as having an adequate                          
capacity to pay interest                                                        
and repay principal. Whereas it normally exhibits adequate                      
protection                                                                      
parameters, adverse economic conditions or changing                             
circumstances are more                                                          
likely to lead to a weakened capacity to pay interest and                       
repay principal for                                                             
debt in this category than in higher rated categories.                          

BB:  Debt rated BB has less near-term vulnerability to                          
default than other                                                              
speculative issues. However, it faces major ongoing                             
uncertainties or exposure to                                                    
adverse business, financial, or economic conditions which                       
could lead to                                                                   
inadequate capacity to meet timely interest and principal                       
payments. The BB                                                                
rating category is also used for debt subordinated to senior                    
debt that is                                                                    
assigned an actual or implied BBB - rating.                                     

B:  Debt rated B has a greater vulnerability to default but                     
currently has the                                                               
capacity to meet interest payments and principal repayments.                    
Adverse business,                                                               
financial, or economic conditions will likely impair                            
capacity or willingness to                                                      
pay interest and repay principal. The B rating category is                      
also used for debt                                                              
subordinated to senior debt that is assigned an actual or                       
implied BB or BB -                                                              
rating.                                                                         

CCC:  Debt rated CCC has a currently identifiable                               
vulnerability to default, and                                                   
is dependent upon favorable business, financial, and                            
economic conditions to meet                                                     
timely payment of interest and repayment of principal. In                       
the event of adverse                                                            
business, financial, or economic conditions, it is not                          
likely to have the                                                              
capacity to pay interest and repay principal. The CCC rating                    
category is also                                                                
used for debt subordinated to senior debt that is assigned                      
an actual or implied                                                            
B or B - rating.                                                                

CC:  The rating CC is typically applied to debt subordinated                    
to senior debt that                                                             
is assigned an actual or implied CCC rating.                                    

C:  The rating C is typically applied to debt subordinated                      
to senior debt which                                                            
is assigned an actual or implied CCC - debt rating. The C                       
rating may be used to                                                           
cover a situation where a bankruptcy petition has been                          
filed, but debt service                                                         
payments are continued.                                                         

CI:  The rating CI is reserved for income bonds on which no                     
interest is being                                                               
paid.                                                                           

D:  Debt rated D is in payment default. The D rating                            
category is used when                                                           
interest payments or principal payments are not made on the                     
date due even if the                                                            
applicable grace period has not expired, unless S&P believes                    
that such payments                                                              
will be made during such grace period. The "D" rating also                      
will be used upon the                                                           
filing of a bankruptcy petition if debt service payments are                    
jeopardized.                                                                    

PLUS (+) OR MINUS (-):  The ratings from AA to CCC may be                       
modified by the                                                                 
addition of a plus or minus sign to show relative standing                      
within the major                                                                
categories.                                                                     

NR  indicates that no public rating has been requested, that                    
there is                                                                        
insufficient information on which to base a rating, or that                     
S&P does not rate a                                                             
particular type of obligation as a matter of policy.                            

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FITCH 

AAA:  Bonds considered to be investment grade and of the                        
highest credit quality.                                                         
The obligor has an exceptionally strong ability to pay                          
interest and repay                                                              
principal, which is unlikely to be affected by reasonably                       
foreseeable events.                                                             

AA:  Bonds considered to be investment grade and of very                        
high credit quality.                                                            
The obligor's ability to pay interest and repay principal is                    
very strong,                                                                    
although not quite as strong as bonds rated 'AAA'. Because                      
bonds rated in the                                                              
'AAA' and 'AA' categories are not significantly vulnerable                      
to foreseeable future                                                           
developments, short-term debt of these issuers is generally                     
rated                                                                           

'F-1 +'.                                                                        

A:  Bonds considered to be investment grade and of very high                    
credit quality. The                                                             
obligor's ability to pay interest and repay principal is                        
considered to be                                                                
strong, but may be more vulnerable to adverse changes in                        
economic conditions and                                                         
circumstances than bonds with higher ratings.                                   

BBB:  Bonds considered to be investment grade and of                            
satisfactory credit                                                             
quality. The obligor's ability to pay interest and repay                        
principal is considered                                                         
to be adequate. Adverse changes in economic conditions and                      
circumstances,                                                                  
however, are more likely to have adverse impact on these                        
bonds, and therefore                                                            
impair timely payment. The likelihood that the ratings of                       
these bonds will fall                                                           
below investment grade is higher than for bonds with higher                     
ratings.                                                                        

BB:  Bonds are considered speculative. The obligor's ability                    
to pay interest and                                                             
repay principal may be affected over time by adverse                            
economic changes. However,                                                      
business and financial alternatives can be identified which                     
could assist the                                                                
obligor in satisfying its debt service requirements.                            

B:  Bonds are considered highly speculative. While bonds in                     
this class are                                                                  
currently meeting debt service requirements, the probability                    
of continued timely                                                             
payment of principal and interest reflects the obligor's                        
limited margin of                                                               
safety and the need for reasonable business and economic                        
activity throughout the                                                         
life of the issue.                                                              

CCC:  Bonds have certain identifiable characteristics which,                    
if not remedied,                                                                
may lead to default. The ability to meet obligations                            
requires an advantageous                                                        
business and economic environment.                                              

CC:  Bonds are minimally protect. Default in payment of                         
interest and/or                                                                 
principal seems probable over time.                                             

C:  Bonds are in imminent default in payment of interest or                     
principal.                                                                      

PLUS (+) MINUS (-)  Plus and minus signs are used with a                        
rating symbol to                                                                
indicate the relative position of a credit within the rating                    
category. Plus and                                                              
minus signs, however, are not used in the 'AAA' category.                       

NR  Indicates that Fitch does not rate the specific issue.                      

CONDITIONAL  A conditional rating is premised on the                            
successful completion of a                                                      
project or the occurrence of a specific event.                                  

SUSPENDED  A rating is suspended when Fitch deems the amount                    
of information                                                                  
available from the issuer to be inadequate for rating                           
purposes.                                                                       

WITHDRAWN  A rating will be withdrawn when an issue matures                     
or is called or                                                                 
refinanced, and, at Fitch's discretion, when an issuer fails                    
to furnish proper                                                               
and timely information.                                                         

FITCHALERT  Ratings are placed on FitchAlert to notify                          
investors of an                                                                 
occurrence that is likely to result in a rating change and                      
the likely direction                                                            
of such change. These are designated as "Positive",                             
indicating a potential                                                          
upgrade, "Negative", for potential downgrade, or "Evolving",                    
where ratings may                                                               
be lowered, FitchAlert is relatively short-term, and should                     
be resolved within                                                              
12 months.                                                                      

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                  [MFS LOGO]

Investment Adviser                                                              
Massachusetts Financial Services Company   MFS(R)/FOREIGN &                     
COLONIAL                                                                        
500 Boylston Street                        INTERNATIONAL                        
GROWTH FUND                                                                     
Boston, MA 02116                                                                
(617) 954-5000                             MFS(R)/FOREIGN &                     
COLONIAL                                                                        
                   INTERNATIONAL
GROWTH AND                                                                      
Sub-Adviser                                INCOME FUND                          
Foreign & Colonial Management Ltd.                                              
Exchange House                             MFS(R)/FOREIGN &                     
COLONIAL                                                                        
Primrose Street                            EMERGING MARKETS                     
EQUITY FUND                                                                     
London EC2A 2NY                                                                 
United Kingdom                                                                  

Distributor                                 Prospectus                          
MFS Fund Distributors, Inc.                 September 1,                        
1995                                                                            
500 Boylston Street                                                             
Boston, MA 02116                                                                
(617) 954-5000                                                                  

Custodian and Dividend Disbursing Agent                                         
State Street Bank & Trust Company                                               
225 Franklin Street                                                             
Boston, MA 02110                                                                

Shareholder Servicing Agent                                                     
MFS Service Center, Inc.                                                        
500 Boylston Street                                                             
Boston, MA 02116                                                                
Toll-free: (800) 225-2606                                                       

Mailing Address:                                                                
P.O. Box 2281                                                                   
Boston, MA 02107-9906                                                           

Independent Accountants                                                         
Ernst & Young LLP                                                               
200 Clarendon Street                                                            
Boston, MA 02116                                                                

[MFS LOGO]                                                                      

MFS(R)/Foreign & Colonial International                                         
Growth Fund                                                                     

MFS(R)/Foreign & Colonial International                                         
Growth and Income Fund                                                          

MFS(R)/Foreign & Colonial Emerging                                              
Markets Equity Fund                                                             

500 Boylston Street                                                             
Boston, MA 02116                                                                

MWF-1-3/95/280M  9/209/309  

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MFS(R)/FOREIGN & COLONIAL                                                       
                      STATEMENT OF

INTERNATIONAL GROWTH FUND                                                   

                    ADDITIONAL
INFORMATION                                                                     

MFS(R)/FOREIGN & COLONIAL                                                       
INTERNATIONAL GROWTH                                                        
                      September 1,
1995                                                                            

AND INCOME FUND                                                             

MFS(R)/FOREIGN & COLONIAL                                                       
EMERGING MARKETS EQUITY FUND                                                

(Members of the MFS Family of Funds(R))                                         

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

                                                                [Download Table]


Page                                                        

----                                                        
                                                            
                                                            
 1.                                                         
Definitions.................................................
 ..........................     2                           
 2.   Investment Policies and                               
Restrictions................................................
 ..     2                                                   
 3.   Management of the                                     
Funds.......................................................
 ........    14                                             

Trustees....................................................
 ..........................    14                           

Officers....................................................
 ..........................    15                           
      Investment                                            
Adviser.....................................................
 ...............    15                                      

FCM.........................................................
 ..........................    16                           

FCEM........................................................
 ..........................    16                           

Custodian...................................................
 ..........................    16                           
      Shareholder Servicing                                 
Agent.......................................................
 ....    17                                                 

Distributor.................................................
 ..........................    17                           
 4.   Portfolio Transactions and Brokerage                  
Commissions......................................    17     
 5.   Shareholder                                           
Services....................................................
 ..............    18                                       
      Investment and Withdrawal                             
Programs....................................................
18                                                          
      Exchange                                              
Privilege...................................................
 .................    21                                    
      Tax-Deferred Retirement                               
Plans.......................................................
 ..    21                                                   
 6.   Tax                                                   
Status......................................................
 ......................    22                               
 7.   Distribution                                          
Plans.......................................................
 .............    23                                        
 8.   Determination of Net Asset Value and                  
Performance......................................    25     
 9.   Description of Shares, Voting Rights and              
Liabilities..................................    27         
10.   Independent                                           
Accountants.................................................
 ..............    27                                       
      Appendix A -- Trustee Compensation                    
Table..............................................    28   

MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH FUND                             

MFS(R)/FOREIGN & COLONIAL INTERNATIONAL GROWTH AND INCOME                       
FUND                                                                            

MFS(R)/FOREIGN & COLONIAL EMERGING MARKETS EQUITY FUND                          

Each a series of MFS Series Trust X                                             

500 Boylston Street, Boston, MA 02116                                           
(617) 954-5000                                                                  

This Statement of Additional Information sets forth                             
information which may be of                                                     
interest to investors but which is not necessarily included                     
in the Funds'                                                                   
Prospectus dated September 1, 1995. This Statement of                           
Additional Information                                                          
should be read in conjunction with the Prospectus, a copy of                    
which may be                                                                    
obtained without charge by contacting the Shareholder                           
Servicing Agent (see back                                                       
cover for address and phone number).                                            

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS                    
AND IS AUTHORIZED                                                               
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED                      
OR ACCOMPANIED BY A                                                             
CURRENT PROSPECTUS.                                                             

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1. DEFINITIONS                                                                  

                                                                [Download Table]
                                                      
"Emerging Markets       --  MFS/Foreign & Colonial    
  Equity Fund"              Emerging Markets Equity   
                            Fund, a diversified series
                            of the Trust.             
"International Growth   --  MFS/Foreign & Colonial    
  Fund"                     International Growth Fund,
                            a diversified series of   
                            the Trust.                
"International Growth   --  MFS/Foreign & Colonial    
  and Income Fund"          International Growth and  
                            Income Fund, a diversified
                            series of the Trust.      
"Funds"                 --  International Growth Fund,
                            International Growth and  
                            Income Fund and Emerging  
                            Markets Equity Fund.      
"MFS" or the "Adviser"  --  Massachusetts Financial   
                            Services Company, a       
                            Delaware corporation.     
"Sub-Adviser"           --  Foreign & Colonial        
                            Management Ltd., a company
                            incorporated under the    
                            laws of England and Wales 
                            ("FCM") and Foreign &     
                            Colonial Emerging Markets 
                            Limited, a company        
                            incorporated under the    
                            laws of England and Wales 
                            ("FCEM").                 
"MFD"                   --  MFS Fund Distributors,    
                            Inc., a Delaware          
                            corporation.              
"Prospectus"            --  The Prospectus, dated     
                            September 1, 1995, of the 
                            Funds.                    
"Trust"                 --  MFS Series Trust X, a     
                            Massachusetts business    
                            Trust. The Trust has      
                            changed its name several  
                            times during the past five
                            years. The Trust was      
                            previously known as MFS   
                            Government Mortgage Fund  
                            (until June 2, 1995), MFS 
                            Government Income Plus    
                            Fund (until March 1,      
                            1993), MFS Government     
                            Income Plus Trust (until  
                            August 3, 1992) and MFS   
                            Government Securities High
                            Yield Trust prior to      
                            August 3, 1992.           

2. INVESTMENT POLICIES AND RESTRICTIONS                                         

INVESTMENT POLICIES. The investment policies of each Fund                       
are described in the                                                            
Prospectus and below. The following discussion of the Funds'                    
investment policies                                                             
and restrictions supplements and should be read in                              
conjunction with the                                                            
information set forth in the "Investment Objective and                          
Policies" section of the                                                        
Prospectus.                                                                     

FOREIGN SECURITIES: Each Fund may invest up to 100% of its                      
assets in foreign                                                               
securities as discussed in the Prospectus. Investments in                       
foreign issues involve                                                          
considerations and possible risks not typically associated                      
with investments in                                                             
securities issued by domestic companies or with debt                            
securities issued by                                                            
foreign governments. There may be less publicly available                       
information about a                                                             
foreign company than about a domestic company, and many                         
foreign companies are                                                           
not subject to accounting, auditing and financial reporting                     
standards and                                                                   
requirements comparable to those to which U.S. companies are                    
subject. Foreign                                                                
securities markets, while growing in volume, have                               
substantially less volume than                                                  
U.S. markets, and securities of many foreign companies are                      
less liquid and their                                                           
prices more volatile than securities of comparable domestic                     
companies. Fixed                                                                
brokerage commissions and other transaction costs on foreign                    
securities                                                                      
exchanges are generally higher than in the U.S. There is                        
also less government                                                            
supervision and regulation of exchanges, brokers and issuers                    
in foreign                                                                      
countries than there is in the U.S.                                             

EMERGING MARKETS: Each of the Funds may invest in securities                    
of government,                                                                  
government-related, supranational and corporate issuers                         
located in emerging                                                             
markets. Such investments entail significant risks as                           
described in the                                                                
Prospectus under the caption "Risk Factors" and as more                         
fully described below.                                                          

COMPANY DEBT -- Governments of many emerging market                   
countries have                                                                  
exercised and continue to exercise substantial influence                        
over many aspects of                                                            
the private sector through the ownership or control of many                     
companies, including                                                            
some of the largest in any given country. As a result,                          
government actions in the                                                       
future could have a significant effect on economic                              
conditions in emerging                                                          
markets, which in turn, may adversely affect companies in                       
the private sector,                                                             
general market conditions and prices and yields of certain                      
of the securities in                                                            
a Fund's portfolio. Expropriation, confiscatory taxation,                       
nationalization,                                                                
political, economic or social instability or other similar                      
developments have                                                               
occurred frequently over the history of certain emerging                        
markets and could                                                               
adversely affect a Fund's assets should these conditions                        
recur.                                                                          

SOVEREIGN DEBT -- Investment in sovereign debt can                    
involve a high degree of                                                        
risk. The governmental entity that controls the repayment of                    
sovereign debt may                                                              
not be able or willing to repay the principal and/or                            
interest when due in                                                            
accordance with the terms of such debt. A governmental                          
entity's willingness or                                                         
ability to repay principal and interest due in a timely                         
manner may be affected                                                          
by, among other factors, its cash flow situation, the extent                    
of its foreign                                                                  
reserves, the availability of sufficient foreign exchange on                    
the date a payment                                                              
is due, the relative size of the debt service burden to the                     
economy as a whole,                                                             
the governmental entity's policy towards the International                      
Monetary Fund and the                                                           
political constraints to which a governmental entity may be                     
subject.                                                                        
Governmental entities may also be dependent on expected                         
disbursements from                                                              
foreign governments, multilateral agencies and others abroad                    
to reduce principal                                                             
and interest on their debt. The commitment on the part of                       
these governments,                                                              
agencies and others to make such disbursements may be                           
conditioned on a                                                                
governmental entity's implementation of economic reforms                        
and/or economic                                                                 
performance and the timely service of such debtor's                             
obligations. Failure to                                                         
implement such reforms, achieve such levels of economic                         
performance or repay                                                            
principal or interest when due may result in the                                
cancellation of such third                                                      
parties' commitments to lend                                                    

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funds to the governmental entity, which may further impair                      
such debtor's ability                                                           
or willingness to service its debts in a timely manner.                         
Consequently,                                                                   
governmental entities may default on their sovereign debt.                      
Holders of sovereign                                                            
debt (including a Fund) may be requested to participate in                      
the rescheduling of                                                             
such debt and to extend further loans to governmental                           
entities. There is no                                                           
bankruptcy proceeding by which sovereign debt on which                          
governmental entities                                                           
have defaulted may be collected in whole or in part.                            

Emerging market governmental issuers are among the largest                      
debtors to commercial                                                           
banks, foreign governments, international financial                             
organizations and other                                                         
financial institutions. Certain emerging market governmental                    
issuers have not                                                                
been able to make payments of interest on or principal of                       
debt obligations as                                                             
those payments have come due. Obligations arising from past                     
restructuring                                                                   
agreements may affect the economic performance and political                    
and social                                                                      
stability of those issuers.                                                     

The ability of emerging market governmental issuers to make                     
timely payments on                                                              
their obligations is likely to be influenced strongly by the                    
issuer's balance of                                                             
payments, including export performance, and its access to                       
international credits                                                           
and investments. An emerging market whose exports are                           
concentrated in a few                                                           
commodities could be vulnerable to a decline in the                             
international prices of one                                                     
or more of those commodities. Increased protectionism on the                    
part of an emerging                                                             
market's trading partners could also adversely affect the                       
country's exports and                                                           
tarnish its trade account surplus, if any. To the extent                        
that emerging markets                                                           
receive payment for their exports in currencies other than                      
dollars or                                                                      
non-emerging market currencies, its ability to make debt                        
payments denominated in                                                         
dollars or non-emerging market currencies could be affected.                    

To the extent that an emerging market country cannot                            
generate a trade surplus,                                                       
it must depend on continuing loans from foreign governments,                    
multilateral                                                                    
organizations or private commercial banks, aid payments from                    
foreign governments                                                             
and on inflows of foreign investment. The access of emerging                    
markets to these                                                                
forms of external funding may not be certain, and a                             
withdrawal of external                                                          
funding could adversely affect the capacity of emerging                         
market country                                                                  
governmental issuers to make payments on their obligations.                     
In addition, the                                                                
cost of servicing emerging market debt obligations can be                       
affected by a change                                                            
in international interest rates since the majority of these                     
obligations carry                                                               
interest rates that are adjusted periodically based upon                        
international rates.                                                            

Another factor bearing on the ability of emerging market                        
countries to repay debt                                                         
obligations is the level of international reserves of the                       
country. Fluctuations                                                           
in the level of these reserves affect the amount of foreign                     
exchange readily                                                                
available for external debt payments and thus could have a                      
bearing on the                                                                  
capacity of emerging market countries to make payments on                       
these debt                                                                      
obligations.                                                                    

LIQUIDITY; TRADING VOLUME; REGULATORY OVERSIGHT -- The                
securities markets                                                              
of emerging market countries are substantially smaller, less                    
developed, less                                                                 
liquid and more volatile than the major securities markets                      
in the U.S.                                                                     
Disclosure and regulatory standards are in many respects                        
less stringent than                                                             
U.S. standards. Furthermore, there is a lower level of                          
monitoring and regulation                                                       
of the markets and the activities of investors in such                          
markets.                                                                        

The limited size of many emerging market securities markets                     
and limited trading                                                             
volume in the securities of emerging market issuers compared                    
to volume of                                                                    
trading in the securities of U.S. issuers could cause prices                    
to be erratic for                                                               
reasons apart from factors that affect the soundness and                        
competitiveness of the                                                          
securities issuers. For example, limited market size may                        
cause prices to be                                                              
unduly influenced by traders who control large positions.                       
Adverse publicity and                                                           
investors' perceptions, whether or not based on in-depth                        
fundamental analysis,                                                           
may decrease the value and liquidity of portfolio                               
securities.                                                                     

The risk also exists that an emergency situation may arise                      
in one or more                                                                  
emerging markets, as a result of which trading of securities                    
may cease or may be                                                             
substantially curtailed and prices for a Fund's securities                      
in such markets may                                                             
not be readily available. The Trust may suspend redemption                      
of its shares for any                                                           
period during which an emergency exists, as determined by                       
the Securities and                                                              
Exchange Commission (the "SEC"). Accordingly, if a Fund                         
believes that                                                                   
appropriate circumstances exist, it will promptly apply to                      
the SEC for a                                                                   
determination that an emergency is present. During the                          
period commencing from                                                          
the Fund's identification of such condition until the date                      
of the SEC action,                                                              
the Fund's securities in the affected markets will be valued                    
at fair value                                                                   
determined in good faith by or under the direction of the                       
Board of Trustees.                                                              

DEFAULT; LEGAL RECOURSE -- A Fund may have limited                    
legal recourse in the                                                           
event of a default with respect to certain debt obligations                     
it may hold. If the                                                             
issuer of a fixed-income security owned by a Fund defaults,                     
the Fund may incur                                                              
additional expenses to seek recovery. Debt obligations                          
issued by emerging market                                                       
governments differ from debt obligations of private                             
entities; remedies from                                                         
defaults on debt obligations issued by emerging market                          
governments, unlike those                                                       
on private debt, must be pursued in the courts of the                           
defaulting party itself. A                                                      
Fund's ability to enforce its rights against private issuers                    
may be limited. The                                                             
ability to attach assets to enforce a judgment may be                           
limited. Legal recourse is                                                      
therefore somewhat diminished. Bankruptcy, moratorium and                       
other similar laws                                                              
applicable to private issuers of debt obligations may be                        
substantially different                                                         
from those of other countries. The political context,                           
expressed as an emerging                                                        
market governmental issuer's willingness to meet the terms                      
of the debt                                                                     
obligation, for example, is of considerable importance. In                      
addition, no                                                                    
assurance can be given that the holders of commercial bank                      
debt may not contest                                                            
payments to the holders of debt obligations in the event of                     
default under                                                                   
commercial bank loan agreements.                                                

INFLATION -- Many emerging markets have experienced                   
substantial, and in                                                             
some periods extremely high, rates of inflation for many                        
years. Inflation and                                                            
rapid fluctuations in inflation rates have had and may                          
continue to have adverse                                                        
effects on the economies and securities markets of certain                      

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emerging market countries. In an attempt to control                             
inflation, wage and price                                                       
controls have been imposed in certain countries. Of these                       
countries, some, in                                                             
recent years, have begun to control inflation through                           
prudent economic policies.                                                      

WITHHOLDING -- Income from securities held by a Fund                  
could be reduced by a                                                           
withholding tax on the source or other taxes imposed by the                     
emerging market                                                                 
countries in which the Fund makes its investments. A Fund's                     
net asset value may                                                             
also be affected by changes in the rates or methods of                          
taxation applicable to                                                          
the Fund or to entities in which the Fund has invested. The                     
Adviser and the                                                                 
Sub-Adviser will consider the cost of any taxes in                              
determining whether to                                                          
acquire any particular investments, but can provide no                          
assurance that the taxes                                                        
will not be subject to change.                                                  

FOREIGN CURRENCIES -- Each Fund may invest up to 100%                 
of its assets in                                                                
securities denominated in foreign currencies. Accordingly,                      
changes in the value                                                            
of these currencies against the U.S. dollar may result in                       
corresponding changes                                                           
in the U.S. dollar value of a Fund's asset denominated in                       
those currencies. Each                                                          
Fund will attempt to minimize the impact of these changes to                    
the U.S. dollar                                                                 
value of the Fund's portfolio by engaging in certain hedging                    
practices, such as                                                              
entering into Futures Contracts and Options on Foreign                          
Securities as described                                                         
below.                                                                          

Some emerging market countries also may have managed                            
currencies, which are not                                                       
free floating against the U.S. dollar. In addition, there is                    
risk that certain                                                               
emerging market countries may restrict the free conversion                      
of their currencies                                                             
into other currencies. Further, certain emerging market                         
currencies may not be                                                           
internationally traded. Certain of these currencies have                        
experienced a steep                                                             
devaluation relative to the U.S. dollar. Any devaluations in                    
the currencies in                                                               
which a Fund's portfolio securities are denominated may have                    
a detrimental                                                                   
impact on the Fund's net asset value.                                           

INVESTMENT IN OTHER INVESTMENT COMPANIES: A Fund's                              
investment in other                                                             
investment companies, as described in the Prospectus, is                        
limited in amount by                                                            
the Investment Company Act of 1940, as amended (the "1940                       
Act"), so that a Fund                                                           
may purchase shares or interests in another investment                          
company unless (i) such a                                                       
purchase would cause the Fund to own in aggregate more than                     
3% of the total                                                                 
outstanding voting stock of the company or (ii) such a                          
purchase would cause the                                                        
Fund to have more than 5% of its total assets invested in                       
one investment company                                                          
or more than 10% of its total assets invested in the                            
aggregate in all other                                                          
investment companies. Such investment may also involve the                      
payment of                                                                      
substantial premiums above the value of such investment                         
companies' portfolio                                                            
securities, and the total return on such investment will be                     
reduced by the                                                                  
operating expenses and fees of such other investment                            
companies, including                                                            
advisory fees.                                                                  

REPURCHASE AGREEMENTS: Each Fund may enter into repurchase                      
agreements with                                                                 
sellers who are member firms (or a subsidiary thereof) of                       
the New York Stock                                                              
Exchange (the "Exchange"), members of the Federal Reserve                       
System, recognized                                                              
domestic or foreign securities dealers or institutions which                    
the Adviser or the                                                              
Sub-Adviser has determined to be of comparable                                  
creditworthiness. The securities                                                
that a Fund purchases and holds have values which are equal                     
to or greater than                                                              
the repurchase price agreed to be paid by the seller. The                       
repurchase                                                                      
price may be higher than the purchase price, the difference                     
being income to the                                                             
Fund, or the purchase and repurchase prices may be the same,                    
with interest at a                                                              
standard rate due to the Fund together with the repurchase                      
price on repurchase.                                                            

The repurchase agreement provides that in the event the                         
seller fails to pay the                                                         
price agreed upon on the agreed upon delivery date or upon                      
demand, as the case                                                             
may be, a Fund will have the right to liquidate the                             
securities. If at the time                                                      
the Fund is contractually entitled to exercise its right to                     
liquidate the                                                                   
securities, the seller is subject to a proceeding under the                     
bankruptcy laws or                                                              
its assets are otherwise subject to a stay order, the Fund's                    
exercise of its                                                                 
right to liquidate the securities may be delayed and result                     
in certain losses                                                               
and costs to the Fund. Each Fund has adopted and follows                        
procedures which are                                                            
intended to minimize the risks of repurchase agreements. For                    
example, a Fund                                                                 
only enters into repurchase agreements after the Adviser or                     
the Sub-Adviser has                                                             
determined that the seller is creditworthy, and the Adviser                     
or the Sub-Adviser                                                              
monitors that seller's creditworthiness on an ongoing basis.                    
Moreover, under                                                                 
such agreements, the value of the securities (which are                         
marked to market every                                                          
business day) is required to be greater than the repurchase                     
price, and the Fund                                                             
has the right to make margin calls at any time if the value                     
of the securities                                                               
falls below the agreed upon margin.                                             

DEPOSITARY RECEIPTS: Each Fund may invest in American                           
Depositary Receipts                                                             
("ADRs") which are certificates issued by a U.S. depositary                     
(usually a bank) and                                                            
represent a specified quantity of shares of an underlying                       
non-U.S. stock on                                                               
deposit with a custodian bank as collateral. ADRs may be                        
sponsored or                                                                    
unsponsored. A sponsored ADR is issued by a depositary which                    
has an exclusive                                                                
relationship with the issuer of the underlying security. An                     
unsponsored ADR may                                                             
be issued by any number of U.S. depositaries. Each Fund may                     
invest in either                                                                
type of ADR. Although the U.S. investor holds a substitute                      
receipt of ownership                                                            
rather than direct stock certificates, the use of the                           
depositary receipts in the                                                      
United States can reduce costs and delays as well as                            
potential currency exchange                                                     
and other difficulties. Each Fund may purchase securities in                    
local markets and                                                               
direct delivery of these ordinary shares to the local                           
depository of an ADR agent                                                      
bank in the foreign country. Simultaneously, the ADR agents                     
create a certificate                                                            
which settles at the Fund's custodian in five days. Each                        
Fund may also execute                                                           
trades on the U.S. markets using existing ADRs. A foreign                       
issuer of the security                                                          
underlying an ADR is generally not subject to the same                          
reporting requirements in                                                       
the United States as a domestic issuer. Accordingly,                            
information available to a                                                      
U.S. investor will be limited to the information the foreign                    
issuer is required                                                              
to disclose in its own country and the market value of an                       
ADR may not reflect                                                             
undisclosed material information concerning the issuer of                       
the underlying                                                                  
security. ADRs may also be subject to exchange rate risks if                    
the underlying                                                                  
foreign securities are denominated in foreign currency. Each                    
Fund may also                                                                   
invest in Global Depositary Receipts ("GDRs") and other                         
types of depositary                                                             
receipts.                                                                       

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GDRs and other types of depositary receipts are typically                       
issued by foreign                                                               
banks or trust companies and evidence ownership of                              
underlying securities issued                                                    
by either a foreign or U.S. company.                                            

LOANS AND OTHER DIRECT INDEBTEDNESS: Each Fund may purchase                     
loans and other                                                                 
direct claims against an issuer of emerging market debt                         
instruments (a                                                                  
"borrower"). In purchasing a loan, a Fund acquires some or                      
all of the interest                                                             
of a bank or other lending institution in a loan to a                           
corporate, governmental or                                                      
other borrower. Many such loans are secured, although some                      
may be unsecured.                                                               
Such loans may be in default at the time of purchase. Loans                     
that are fully                                                                  
secured offer a Fund more protection than an unsecured loan                     
in the event of                                                                 
non-payment of scheduled interest or principal. However,                        
there is no assurance                                                           
that the liquidation of collateral from a secured loan would                    
satisfy the                                                                     
corporate borrower's obligation, or that the collateral can                     
be liquidated.                                                                  

Certain of the loans acquired by a Fund may involve                             
revolving credit facilities                                                     
or other standby financing commitments which obligate the                       
Fund to pay additional                                                          
cash on a certain date or on demand. These commitments may                      
have the effect of                                                              
requiring a Fund to increase its investment in a company at                     
a time when the Fund                                                            
might not otherwise decide to do so (including at a time                        
when the company's                                                              
financial condition makes it unlikely that such amounts will                    
be repaid). To the                                                              
extent that a Fund is committed to advance additional funds,                    
it will at all                                                                  
times hold and maintain in a segregated account cash or                         
other high grade debt                                                           
obligations in an amount sufficient to meet such                                
commitments.                                                                    

A Fund's ability to receive payments of principal, interest                     
and other amounts                                                               
due in connection with these investments will depend                            
primarily on the financial                                                      
condition of the borrower. Direct indebtedness of developing                    
countries involves                                                              
the risk that the governmental entities responsible for the                     
repayment of the                                                                
note may be unable, or unwilling, to pay interest and repay                     
principal where due.                                                            
In selecting the loans and other direct investments which a                     
Fund will purchase,                                                             
the Adviser will rely upon its (and not that of the original                    
lending                                                                         
institution's) own credit analysis of the borrower. As a                        
Fund may be required to                                                         
rely upon another lending institution to collect and pass on                    
to the Fund amounts                                                             
payable with respect to the loan and to enforce the Fund's                      
rights under the                                                                
loan, an insolvency, bankruptcy or reorganization of the                        
lending institution may                                                         
delay or prevent the Fund from receiving such amounts. In                       
such cases, the Fund                                                            
will evaluate as well the creditworthiness of the lending                       
institution and will                                                            
treat both the borrower and the lending institution as an                       
"issuer" of the loan                                                            
for purposes of certain investment restrictions pertaining                      
to the                                                                          
diversification of the Fund's portfolio investments. The                        
highly leveraged nature                                                         
of many such loans may make such loans especially vulnerable                    
to adverse changes                                                              
in economic or market conditions. Investments in such loans                     
may involve                                                                     
additional risks to a Fund.                                                     

WHEN-ISSUED OR FORWARD DELIVERY SECURITIES: When a Fund                         
commits to purchase a                                                           
security on a "when-issued" or "forward delivery" basis, it                     
will set up                                                                     
procedures consistent with the General Statement of Policy                      
of the SEC concerning                                                           
such purchases. Since that policy currently recommends that                     
an amount of each                                                               
Fund's assets equal to the amount of the purchase be held                       
aside or segregated to                                                          
be used to pay for the commitment, a Fund will always have                      
cash, short-term                                                                
money market instruments or high quality debt securities                        
sufficient to cover any                                                         
commitments or to limit any potential risk. However,                            
although a Fund does not                                                        
intend to make such purchases for speculative purposes and                      
intends to adhere to                                                            
the provisions of the SEC policy, purchases of securities on                    
such bases may                                                                  
involve more risk than other types of purchases. For                            
example, a Fund may have to                                                     
sell assets which have been set aside in order to meet                          
redemptions. Also, if a                                                         
Fund determines it necessary to sell the "when-issued" or                       
"forward delivery"                                                              
securities before delivery, it may incur a loss because of                      
market fluctuations                                                             
since the time the commitment to purchase such securities                       
was made.                                                                       

LENDING OF SECURITIES: Each Fund may seek to increase its                       
income by lending                                                               
portfolio securities to entities deemed creditworthy by the                     
Adviser or the                                                                  
Sub-Adviser. Such loans would be required to be secured                         
continuously by                                                                 
collateral in cash, cash equivalents, U.S. Government                           
securities or other                                                             
liquid, high grade debt securities maintained on a current                      
basis at an amount at                                                           
least equal to the market value of the securities loaned.                       
Each Fund would have                                                            
the right to call a loan and obtain the securities loaned at                    
any time on                                                                     
customary industry settlement notice (which will usually not                    
exceed five days).                                                              
During the existence of a loan, a Fund would continue to                        
receive the equivalent                                                          
of the interest or dividends paid by the issuer on the                          
securities loaned and                                                           
would also receive compensation based on investment of the                      
collateral. A Fund                                                              
would not, however, have the right to vote any securities                       
having voting rights                                                            
during the existence of the loan, but would call the loan in                    
anticipation of an                                                              
important vote to be taken among holders of the securities                      
or of the giving or                                                             
withholding of their consent on a material matter affecting                     
the investment. As                                                              
with other extensions of credit there are risks of delay in                     
recovery or even                                                                
loss of rights in the collateral should the borrower of the                     
securities fail                                                                 
financially. However, the loans would be made only to firms                     
deemed by the                                                                   
Adviser and the Sub-Adviser to be of good standing, and                         
when, in the judgment of                                                        
the Adviser or the Sub-Adviser, the consideration which                         
could be earned                                                                 
currently from securities loans of this type justifies the                      
attendant risk. If                                                              
the Adviser or the Sub-Adviser determines to make securities                    
loans, it is not                                                                
intended that the value of the securities loaned would                          
exceed 30% of the value                                                         
of the Fund's total assets.                                                     

WARRANTS: Each Fund will not invest more than 10% of its net                    
assets, taken at                                                                
market value, in warrants not acquired in a unit                                
transaction. Warrants are                                                       
securities that give a Fund the right to purchase equity                        
securities from the                                                             
issuer at a specific price (the "strike price") for a                           
limited period of time.                                                         
The strike price of warrants typically is much lower than                       
the current market                                                              
price of the underlying securities, yet they are subject to                     
similar price                                                                   
fluctuations. As a result, warrants may be more volatile                        
investments than the                                                            
underlying securities and may offer greater potential for                       
capital appreciation                                                            
as well as capital loss.                                                        

Warrants do not entitle a holder to dividends or voting                         
rights with respect to                                                          
the underlying securities and do not represent                                  

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any rights in the assets of the issuing company. Also, the                      
value of the warrant                                                            
does not necessarily change with the value of the underlying                    
securities and a                                                                
warrant ceases to have value if it is not exercised prior to                    
the expiration                                                                  
date. These factors can make warrants more speculative than                     
other types of                                                                  
investments.                                                                    

OPTIONS ON SECURITIES: Each Fund may write (sell) covered                       
call and put options                                                            
on securities ("Options") and purchase call and put Options.                    
An Option provides                                                              
the purchaser, or "holder", with the right, but not the                         
obligation, to purchase,                                                        
in the case of a "call" Option, or sell, in the case of a                       
"put" Option, the                                                               
security or securities in connection with which the Option                      
was written, for a                                                              
fixed exercise price up to a stated expiration date or, in                      
the case of certain                                                             
options, on such date. The holder pays a non-refundable                         
purchase price for the                                                          
Option, known as the "premium." The maximum amount of risk                      
the purchaser of the                                                            
Option assumes is equal to the premium plus related                             
transaction costs, although                                                     
this entire amount may be lost. The risk of the seller, or                      
"writer", however, is                                                           
potentially unlimited, unless the Option is "covered." A                        
call option written by                                                          
a Fund is "covered" if the Fund owns the security underlying                    
the call or has an                                                              
absolute and immediate right to acquire that security                           
without additional cash                                                         
consideration (or for additional cash consideration held in                     
a segregated account                                                            
by its custodian) upon conversion or exchange of other                          
securities held in its                                                          
portfolio. A call option is also covered if a Fund holds a                      
call on the same                                                                
security and in the same principal amount as the call                           
written where the exercise                                                      
price of the call held (a) is equal to or less than the                         
exercise price of the                                                           
call written or (b) is greater than the exercise price of                       
the call written if                                                             
the difference is maintained by the Fund in cash, short-term                    
money market                                                                    
instruments, U.S. Government securities or other liquid,                        
high grade debt                                                                 
securities in a segregated account with its custodian. A put                    
option written by a                                                             
Fund is "covered" if the Fund maintains cash, short-term                        
money market                                                                    
instruments, U.S. Government securities or other liquid,                        
high grade debt                                                                 
securities with a value equal to the exercise price in a                        
segregated account with                                                         
its custodian, or else holds a put on the same security and                     
in the same                                                                     
principal amount as the put written where the exercise price                    
of the put held is                                                              
(a) equal to or greater than the exercise price of the put                      
written or (b) is                                                               
less than the exercise price of the put written if the                          
difference is maintained                                                        
by the Fund in cash or short-term money market instruments                      
in a segregated                                                                 
account with its custodian. Put and call options written by                     
a Fund may also be                                                              
covered in such other manner as may be in accordance with                       
the requirements of                                                             
the exchange on which, or the counter party with which the                      
option is traded, and                                                           
applicable laws and regulations. If the writer's obligation                     
is not so covered,                                                              
it is subject to the risk of the full change in value of the                    
underlying security                                                             
from the time the option is written until exercise.                             

Each Fund may write Options for the purpose of increasing                       
its return and for                                                              
hedging purposes. In particular, if a Fund writes an Option                     
which expires                                                                   
unexercised or is closed out by the Fund at a profit, the                       
Fund retains the                                                                
premium paid for the Option less related transaction costs,                     
which increases its                                                             
gross income and offsets in part the reduced value of the                       
portfolio security in                                                           
connection with which the Option is written, or the                             
increased cost of portfolio                                                     
securities to be acquired. In contrast, however, if the                         
price of the security                                                           
underlying the Option moves adversely to the Fund's                             
position, the Option may be                                                     
exercised and the Fund will then be required to purchase or                     
sell the security at                                                            
a disadvantageous price, which might only partially be                          
offset by the amount of                                                         
the premium.                                                                    

Each Fund may write Options in connection with buy-and-write                    
transactions; that                                                              
is, a Fund may purchase a security and then write a call                        
Option against that                                                             
security. The exercise price of the call Option the Fund                        
determines to write                                                             
depends upon the expected price movement of the underlying                      
security. The                                                                   
exercise price of a call Option may be below ("in-the-                          
money"), equal to                                                               
("at-the-money") or above ("out-of-the-money") the current                      
value of the                                                                    
underlying security at the time the Option is written.                          

The writing of covered put Options is similar in terms of                       
risk/return                                                                     
characteristics to buy-and-write transactions. Put Options                      
may be used by a Fund                                                           
in the same market environments in which call Options are                       
used in equivalent                                                              
buy-and-write transactions.                                                     

Each Fund may also write combinations of put and call                           
Options on the same                                                             
security, a practice known as a "straddle". By writing a                        
straddle, a Fund                                                                
undertakes a simultaneous obligation to sell or purchase the                    
same security in                                                                
the event that one of the Options is exercised. If the price                    
of the security                                                                 
subsequently rises sufficiently above the exercise price to                     
cover the amount of                                                             
the premium and transaction costs, the call will likely be                      
exercised and the                                                               
Fund will be required to sell the underlying security at a                      
below market price.                                                             
This loss may be offset, however, in whole or in part, by                       
the premiums received                                                           
on the writing of the two Options. Conversely, if the price                     
of the security                                                                 
declines by a sufficient amount, the put will likely be                         
exercised. The writing                                                          
of straddles will likely be effective, therefore, only where                    
the price of a                                                                  
security remains stable and neither the call nor the put is                     
exercised. In an                                                                
instance where one of the Options is exercised, the loss on                     
the purchase or sale                                                            
of the underlying security may exceed the amount of the                         
premiums received.                                                              

By writing a call Option on a portfolio security, a Fund                        
limits its opportunity                                                          
to profit from any increase in the market value of the                          
underlying security above                                                       
the exercise price of the Option. By writing a put Option, a                    
Fund assumes the                                                                
risk that it may be required to purchase the underlying                         
security for an exercise                                                        
price above its then current market value, resulting in a                       
loss unless the                                                                 
security subsequently appreciates in value. The writing of                      
Options will not be                                                             
undertaken by a Fund solely for hedging purposes, and may                       
involve certain risks                                                           
which are not present in the case of hedging transactions.                      
Moreover, even where                                                            
Options are written for hedging purposes, such transactions                     
will constitute only                                                            
a partial hedge against declines in the value of portfolio                      
securities or against                                                           
increases in the value of securities to be acquired, up to                      
the amount of the                                                               
premium.                                                                        

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Each Fund may also purchase put and call Options. Put                           
Options are purchased to                                                        
hedge against a decline in the value of securities held in                      
the Fund's portfolio.                                                           
If such a decline occurs, the put Options will permit the                       
Fund to sell the                                                                
securities underlying such Options at the exercise price, or                    
to close out the                                                                
Options at a profit. A Fund will purchase call Options to                       
hedge against an                                                                
increase in the price of securities that the Fund                               
anticipates purchasing in the                                                   
future. If such an increase occurs, the call Option will                        
permit the Fund to                                                              
purchase the securities underlying such Option at the                           
exercise price or to close                                                      
out the Option at a profit. The premium paid for a call or                      
put Option plus any                                                             
transaction costs will reduce the benefit, if any, realized                     
by the Fund upon                                                                
exercise of the Option, and, unless the price of the                            
underlying security rises                                                       
or declines sufficiently, the Option may expire worthless to                    
the Fund. In                                                                    
addition, in the event that the price of the security in                        
connection with which                                                           
an Option was purchased moves in a direction favorable to a                     
Fund, the benefits                                                              
realized by the Fund as a result of such favorable movement                     
will be reduced by                                                              
the amount of the premium paid for the Option and related                       
transaction costs.                                                              

The staff of the SEC has taken the position that purchased                      
over-the-counter                                                                
Options and assets used to cover written over-the-counter                       
Options are illiquid                                                            
and, therefore, together with other illiquid securities,                        
cannot exceed 15% of a                                                          
Fund's assets. Although the Adviser disagrees with this                         
position, the Adviser                                                           
intends to limit each Fund's writing of over-the-counter                        
Options in accordance                                                           
with the following procedure. Except as provided below, the                     
Fund intends to                                                                 
write over-the-counter Options only with primary U.S.                           
Government securities                                                           
dealers recognized by the Federal Reserve Bank of New York.                     
Also, the contracts                                                             
each Fund has in place with such primary dealers will                           
provide that the Fund has                                                       
the absolute right to repurchase an Option it writes at any                     
time at a price                                                                 
which represents the fair market value, as determined in                        
good faith through                                                              
negotiation between the parties, but which in no event will                     
exceed a price                                                                  
determined pursuant to a formula in the contract. Although                      
the specific formula                                                            
may vary between contracts with different primary dealers,                      
the formula will                                                                
generally be based on a multiple of the premium received by                     
a Fund for writing                                                              
the Option, plus the amount, if any, of the Option's                            
intrinsic value (i.e., the                                                      
amount that the Option is in-the-money). The formula may                        
also include a factor                                                           
to account for the difference between the price of the                          
security and the strike                                                         
price of the Option if the Option is written out-of-the-                        
money. Each Fund will                                                           
treat all or a portion of the formula as illiquid for                           
purposes of the 15% test                                                        
imposed by the SEC staff. The Fund may also write over-the-                     
counter Options with                                                            
non-primary dealers, including foreign dealers, and will                        
treat the assets used                                                           
to cover these Options as illiquid for purposes of such 15%                     
test.                                                                           

OPTIONS ON STOCK INDICES: As noted in the Prospectus, each                      
Fund may write (sell)                                                           
covered call and put options and purchase call and put                          
options on stock indices                                                        
("Options on Stock Indices"). The Fund may cover call                           
Options on Stock Indices                                                        
by owning securities whose price changes, in the opinion of                     
the Adviser or the                                                              
Sub-Adviser, are expected to be similar to those of the                         
underlying index, or by                                                         
having an absolute and immediate right to acquire such                          
securities without                                                              
additional cash consideration (or for additional cash                           
consideration held in a                                                         
segregated account by its custodian) upon conversion or                         
exchange of other                                                               
securities in its portfolio. Where a Fund covers a call                         
option on a stock index                                                         
through ownership of securities, such securities may not                        
match the composition                                                           
of the index and, in that event, the Fund will not be fully                     
covered and could be                                                            
subject to risk of loss in the event of adverse changes in                      
the value of the                                                                
index. Each Fund may also cover call options on stock                           
indices by holding a call                                                       
on the same index and in the same principal amount as the                       
call written where the                                                          
exercise price of the call held (a) is equal to or less than                    
the exercise price                                                              
of the call written or (b) is greater than the exercise                         
price of the call                                                               
written if the difference is maintained by the Fund in cash                     
or cash equivalents                                                             
in a segregated account with its custodian. Each Fund may                       
cover put options on                                                            
stock indices by maintaining cash or cash equivalents with a                    
value equal to the                                                              
exercise price in a segregated account with its custodian,                      
or else by holding a                                                            
put on the same security and in the same principal amount as                    
the put written                                                                 
where the exercise price of the put held (a) is equal to or                     
greater than the                                                                
exercise price of the put written or (b) is less than the                       
exercise price of the                                                           
put written if the difference is maintained by the Fund in                      
cash or cash                                                                    
equivalents in a segregated account with its custodian. Put                     
and call options on                                                             
stock indices may also be covered in such other manner as                       
may be in accordance                                                            
with the rules of the exchange on which, or the counterparty                    
with which, the                                                                 
option is traded and applicable laws and regulations.                           

Each Fund will receive a premium from writing a put or call                     
option on a stock                                                               
index, which increases the Fund's gross income in the event                     
the option expires                                                              
unexercised or is closed out at a profit. If the value of an                    
index on which a                                                                
Fund has written a call option falls or remains the same,                       
the Fund will realize                                                           
a profit in the form of the premium received (less                              
transaction costs) that could                                                   
offset all or a portion of any decline in the value of the                      
securities it owns.                                                             
If the value of the index rises, however, the Fund will                         
realize a loss in its                                                           
call option position, which will reduce the benefit of any                      
unrealized                                                                      
appreciation in the Fund's stock investments. By writing a                      
put option, a Fund                                                              
assumes the risk of a decline in the index. To the extent                       
that the price changes                                                          
of securities owned by a Fund correlate with changes in the                     
value of the index,                                                             
writing covered put options on indices will increase a                          
Fund's losses in the                                                            
event of a market decline, although such losses will be                         
offset in part by the                                                           
premium received for writing the option.                                        

Each Fund may also purchase put options on stock indices to                     
hedge its                                                                       
investments against a decline in value. By purchasing a put                     
option on a stock                                                               
index, a Fund will seek to offset a decline in the value of                     
securities it owns                                                              
through appreciation of the put option. If the value of the                     
Fund's investments                                                              
does not decline as anticipated, or if the value of the                         
option does not                                                                 
increase, the Fund's loss will be limited to the premium                        
paid for the option                                                             
plus related transaction costs. The success of this strategy                    
will largely depend                                                             
on the accuracy of the correlation between the changes in                       
value of the index and                                                          
the changes in value of the Fund's security holdings.                           

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The purchase of call options on stock indices may be used by                    
a Fund to attempt                                                               
to reduce the risk of missing a broad market advance, or an                     
advance in an                                                                   
industry or market segment, at a time when the Fund holds                       
uninvested cash or                                                              
short-term debt securities awaiting investment. When                            
purchasing call options for                                                     
this purpose, a Fund will also bear the risk of losing all                      
or a portion of the                                                             
premium paid if the value of the index does not rise. The                       
purchase of call                                                                
options on stock indices when a Fund is substantially fully                     
invested is a form                                                              
of leverage, up to the amount of the premium and related                        
transaction costs, and                                                          
involves risks of loss and of increased volatility similar                      
to those involved in                                                            
purchasing calls on securities the Fund owns.                                   

FUTURES CONTRACTS: Each Fund may enter into contracts for                       
the purchase or sale                                                            
for future delivery of fixed income securities or foreign                       
currencies or                                                                   
contracts based on indices of securities as such instruments                    
become available                                                                
for trading ("Futures Contracts"). This investment technique                    
is designed to                                                                  
hedge (i.e., to protect) against anticipated future changes                     
in interest or                                                                  
exchange rates which otherwise might adversely affect the                       
value of a Fund's                                                               
portfolio securities or adversely affect the prices of long-                    
term bonds or other                                                             
securities which a Fund intends to purchase at a later date.                    
Futures Contracts                                                               
may also be entered into for non-hedging purposes to the                        
extent permitted by                                                             
applicable law. A "sale" of a Futures Contract means a                          
contractual obligation to                                                       
deliver the securities or foreign currency called for by the                    
contract at a fixed                                                             
price at a specified time in the future. A "purchase" of a                      
Futures Contract                                                                
means a contractual obligation to acquire the securities or                     
foreign currency at                                                             
a fixed price at a specified time in the future.                                

While Futures Contracts provide for the delivery of                             
securities or currencies,                                                       
such deliveries are very seldom made. Generally, a Futures                      
Contract is                                                                     
terminated by entering into an offsetting transaction. A                        
Fund will incur                                                                 
brokerage fees when it purchases and sells Futures                              
Contracts. At the time such a                                                   
purchase or sale is made, the Fund must allocate cash or                        
securities as a margin                                                          
deposit ("initial deposit"). It is expected that the initial                    
deposit will vary                                                               
but may be as low as 5% or less of the value of the                             
contract. The Futures                                                           
Contract is valued daily thereafter and the payment of                          
"variation margin" may be                                                       
required to be paid or received, so that each day the Fund                      
may provide or                                                                  
receive cash that reflects the decline or increase in the                       
value of the contract.                                                          

The purpose of the purchase or sale of a Futures Contract,                      
for hedging purposes                                                            
in the case of a portfolio holding long-term debt                               
securities, is to protect a                                                     
Fund from fluctuations in interest rates without actually                       
buying or selling                                                               
long-term debt securities. For example, if a Fund owned                         
long-term bonds and                                                             
interest rates were expected to increase, the Fund might                        
enter into Futures                                                              
Contracts for the sale of debt securities. If interest rates                    
did increase, the                                                               
value of the debt securities in the portfolio would decline,                    
but the value of                                                                
the Fund's Futures Contracts should increase at                                 
approximately the same rate,                                                    
thereby keeping the net asset value of the Fund from                            
declining as much as it                                                         
otherwise would have. A Fund could accomplish similar                           
results by selling bonds                                                        
with long maturities and investing in bonds with short                          
maturities when interest                                                        
rates are expected to increase or by buying bonds with long                     
maturities and                                                                  
selling bonds with short maturities when interest rates are                     
expected to decline.                                                            
However, since the futures market is more liquid than the                       
cash market, the use                                                            
of Futures Contracts as an investment technique allows a                        
Fund to maintain a                                                              
defensive position without having to sell its portfolio                         
securities. Transactions                                                        
entered into for non-hedging purposes have greater risk,                        
including the risk of                                                           
losses which are not offset by gains on other portfolio                         
assets.                                                                         

Similarly, when it is expected that interest rates may                          
decline, Futures                                                                
Contracts may be purchased to hedge against anticipated                         
purchases of long-term                                                          
bonds at higher prices. Since the fluctuations in the value                     
of Futures Contracts                                                            
should be similar to that of long-term bonds, a Fund could                      
take advantage of the                                                           
anticipated rise in the value of long-term bonds without                        
actually buying them                                                            
until the market had stabilized. At that time, the Futures                      
Contracts could be                                                              
liquidated and the Fund could buy long-term bonds on the                        
cash market. Purchases                                                          
of Futures Contracts would be particularly appropriate when                     
the cash flow from                                                              
the sale of new shares of a Fund could have the effect of                       
diluting dividend                                                               
earnings. To the extent a Fund enters into Futures Contracts                    
for this purpose,                                                               
the assets in the segregated asset account maintained to                        
cover the Fund's                                                                
obligations with respect to such Futures Contracts will                         
consist of cash, cash                                                           
equivalents or short-term money market instruments from the                     
portfolio of the                                                                
Fund in an amount equal to the difference between the                           
fluctuating market value                                                        
of such Futures Contracts and the aggregate value of the                        
initial and variation                                                           
margin payments made by the Fund with respect to such                           
Futures Contracts, thereby                                                      
assuring that the transactions are unleveraged.                                 

Futures Contracts on foreign currencies may be used in a                        
similar manner, in                                                              
order to protect against declines in the dollar value of                        
portfolio securities                                                            
denominated in foreign currencies, or increases in the                          
dollar value of                                                                 
securities to be acquired.                                                      

A Futures Contract on an index of securities provides for                       
the making and                                                                  
acceptance of a cash settlement based on changes in value of                    
the underlying                                                                  
index. The index underlying a Futures Contract is a broad                       
based index of                                                                  
fixed-income securities designed to reflect movements in the                    
relevant market as                                                              
a whole.                                                                        

OPTIONS ON FUTURES CONTRACTS: Each Fund may write and                           
purchase Options to buy or                                                      
sell Futures Contracts ("Options on Futures Contracts") for                     
hedging purposes.                                                               
Each Fund may also enter into transactions in Options on                        
Futures Contracts for                                                           
non-hedging purposes to the extent permitted by applicable                      
law. The purchase of                                                            
a call Option on a Futures Contract is similar in some                          
respects to the purchase                                                        
of a call option on an individual security. Depending on the                    
pricing of the                                                                  
option compared to either the price of the Futures Contract                     
upon which it is                                                                
based or the price of the underlying debt securities, it may                    
or may not be less                                                              
risky than ownership of the Futures Contract or underlying                      
securities. As with                                                             
the purchase of Futures Contracts, when a Fund is not fully                     
invested it may                                                                 
purchase a call Option on a Futures Contract to hedge                           
against a market advance                                                        
due to declining interest rates.                                                

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The writing of a call Option on a Futures Contract                              
constitutes a partial hedge                                                     
against declining prices of the security underlying the                         
Futures Contract. If the                                                        
futures price at expiration of the option is below the                          
exercise price, a Fund                                                          
will retain the full amount of the option premium, less                         
related transaction                                                             
costs, which provides a partial hedge against any decline                       
that may have occurred                                                          
in the Fund's portfolio holdings. The writing of a put                          
Option on a Futures                                                             
Contract constitutes a partial hedge against increasing                         
prices of the security                                                          
underlying the Futures Contract. If the futures price at                        
expiration of the                                                               
option is higher than the exercise price, the Fund will                         
retain the full amount                                                          
of the option premium, less related transaction costs, which                    
provides a partial                                                              
hedge against any increase in the price of securities which                     
the Fund intends to                                                             
purchase. If a put or call option a Fund has written is                         
exercised, the Fund will                                                        
incur a loss which will be reduced by the amount of the                         
premium it receives.                                                            
Depending on the degree of correlation between changes in                       
the value of its                                                                
portfolio securities and changes in the value of its futures                    
positions, a Fund's                                                             
losses from existing Options on Futures Contracts may to                        
some extent be reduced                                                          
or increased by changes in the value of portfolio                               
securities.                                                                     

Each Fund may purchase Options on Futures Contracts for                         
hedging purposes as an                                                          
alternative to purchasing or selling the underlying Futures                     
Contracts. For                                                                  
example, where a decrease in the value of portfolio                             
securities is anticipated as                                                    
a result of a projected market-wide decline, or a decline in                    
the dollar value of                                                             
foreign currencies in which portfolio securities are                            
denominated, a Fund may, in                                                     
lieu of selling Futures Contracts, purchase put options                         
thereon. In the event                                                           
that such decrease in portfolio value occurs, it may be                         
offset, in whole or                                                             
part, by a profit on the option. Conversely, where it is                        
projected that the                                                              
value of securities to be acquired by a Fund will increase                      
prior to acquisition,                                                           
due to a market advance or a rise in the dollar value of                        
foreign currencies in                                                           
which securities to be acquired are denominated, a Fund may                     
purchase call                                                                   
Options on Futures Contracts, rather than purchasing the                        
underlying Futures                                                              
Contracts. As in the case of Options, the writing of Options                    
on Futures                                                                      
Contracts may require a Fund to forego all or a portion of                      
the benefits of                                                                 
favorable movements in the price of portfolio securities,                       
and the purchase of                                                             
Options on Futures Contracts may require a Fund to forego                       
all or a portion of                                                             
such benefits up to the amount of the premium paid and                          
related transaction                                                             
costs.                                                                          

The amount of risk a Fund assumes when it purchases an                          
Option on a Futures                                                             
Contract is the premium paid for the option plus related                        
transaction costs. In                                                           
addition to the correlation risks discussed above, the                          
purchase of an option                                                           
also entails the risk that changes in the value of the                          
underlying Futures                                                              
Contract will not be fully reflected in the value of the                        
option purchased.                                                               

A Fund's ability to engage in the options and futures                           
strategies described above                                                      
will depend on the availability of liquid markets in such                       
instruments. It is                                                              
impossible to predict the amount of trading interest that                       
may exist in various                                                            
types of options or futures. Therefore, no assurance can be                     
given that a Fund                                                               
will be able to utilize these instruments effectively for                       
the purposes set forth                                                          
above. Furthermore, a Fund's ability to engage in options                       
and futures                                                                     
transactions may be limited by tax considerations.                              

Each Fund may cover the writing of call Options on Futures                      
Contracts (a) through                                                           
purchases of the underlying Futures Contract, (b) through                       
ownership of the                                                                
instrument, or instruments included in the index, underlying                    
the Futures                                                                     
Contract, or (c) through the holding of a call on the same                      
Futures Contract and                                                            
in the same principal amount as the call written where the                      
exercise price of the                                                           
call held (i) is equal to or less than the exercise price of                    
the call written or                                                             
(ii) is greater than the exercise price of the call written                     
if the difference is                                                            
maintained by the Fund in cash, short-term money market                         
instruments, U.S.                                                               
Government securities or other liquid, high grade debt                          
securities in a                                                                 
segregated account with its custodian. A Fund may cover the                     
writing of put                                                                  
Options on Futures Contracts (a) through sales of the                           
underlying Futures                                                              
Contract, (b) through segregation of cash, short-term money                     
market instruments,                                                             
U.S. Government securities or other liquid, high grade debt                     
securities in an                                                                
amount equal to the value of the security or index                              
underlying the Futures                                                          
Contract, or (c) through the holding of a put on the same                       
Futures Contract and                                                            
in the same principal amount as the put written where the                       
exercise price of the                                                           
put held is equal to or greater than the exercise price of                      
the put written, or                                                             
is less than the exercise price of the put written if the                       
difference is                                                                   
maintained by the Fund in cash, short-term money market                         
instruments, U.S.                                                               
Government securities or other liquid, high grade debt                          
securities in a                                                                 
segregated account with its custodian. Put and call Options                     
on Futures Contracts                                                            
may also be covered in such other manner as may be in                           
accordance with the rules                                                       
of the exchange on which the option is traded and applicable                    
laws and                                                                        
regulations. Upon the exercise of a call Option on a Futures                    
Contract written by                                                             
a Fund, the Fund will be required to sell the underlying                        
Futures Contract which,                                                         
if the Fund has covered its obligation through the purchase                     
of such Contract,                                                               
will serve to liquidate its futures position. Similarly,                        
where a put Option on a                                                         
Futures Contract written by a Fund is exercised, the Fund                       
will be required to                                                             
purchase the underlying Futures Contract which, if the Fund                     
has covered its                                                                 
obligation through the sale of such contract, will close out                    
its futures                                                                     
position. An Option on a Futures Contract is traded on the                      
same contract market                                                            
as the underlying Futures Contact, subject to regulation by                     
the CFTC and the                                                                
performance guarantee of the exchange clearing house.                           
Options on Futures                                                              
Contracts, as noted in the Prospectus, are also traded on                       
foreign exchanges.                                                              

FORWARD CONTRACTS: Each Fund may enter into forward foreign                     
currency exchange                                                               
contracts for the purchase or sale of a specific currency at                    
a future date at a                                                              
price set at the time of the contract (a "Forward                               
Contract"). Each Fund may also                                                  
enter into Forward Contracts for "cross-hedging" as noted in                    
the Prospectus. A                                                               
Fund may enter into Forward Contracts for hedging purposes                      
as well as for                                                                  
non-hedging purposes. Transactions in Forward Contracts                         
entered into for hedging                                                        
purposes will include forward purchases or sales of foreign                     
currencies for the                                                              
purpose of protecting the dollar value of fixed income                          
securities denominated in                                                       
a foreign currency or protecting the dollar equivalent of                       

 9

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PART C  
------  

Item 24 Financial Statements and Exhibits                                       
---------------------------------                               

(a) FINANCIAL STATEMENTS ON BEHALF OF MFS/FOREIGN &             
COLONIAL                                                                        
INTERNATIONAL GROWTH FUND, MFS/FOREIGN &                
COLONIAL                                                                        
INTERNATIONAL GROWTH AND INCOME FUND AND                
MFS/FOREIGN &                                                                   
COLONIAL EMERGING MARKETS EQUITY FUND                   

INCLUDED IN PART A OF THIS REGISTRATION                 
STATEMENT:                                                                      
None                                            

INCLUDED IN PART B OF THIS REGISTRATION                 
STATEMENT:                                                                      
None                                            

(b) Exhibits                                                    

1   (a)  Amended and Restated Declaration of            
Trust, dated                                                                    
January 19, 1995. (7)                 

(b)  Amendment to the Declaration of Trust      
dated May 17, 1995                                                              
 to change the name of the Trust and for
the establishment                                                               
and designation of series and classes;
filed herewith.                                                                 

2        Amended and Restated By-Laws, dated            
December 21, 1994. (7)                                                          

3        Not Applicable.                                

4   (a)  Form of Share Certificate for Class A          
shares of the Funds.                                                            
(4)                                   

(b)  Form of Share Certificate for Class B      
shares of the Funds.                                                            
(4)                                   

5   (a)  Investment Advisory Agreement, dated           
December 19, 1985. (1)                                                          

(b)  Form of Investment Advisory Agreement      
for MFS Series Trust                                                            
X (the "Trust") on behalf of          
MFS/Foreign & Colonial                                                          
International Growth Fund; filed      
herewith.                                                                       

(c)  Form of Investment Advisory Agreement      
for the Trust on                                                                
behalf of MFS/Foreign & Colonial      
International Growth and                                                        
Income Fund; filed herewith.          

(d)  Form of Investment Advisory Agreement      
for the Trust on                                                                
behalf of MFS/Foreign & Colonial      
Emerging Markets Equity                                                         
Fund; filed herewith.                 

(e)  Form of Sub-Advisory Agreement between     
Massachusetts                                                                   
Financial Services Company (the       
"Adviser" or "MFS") and                                                         
 Foreign & Colonial Management Ltd. (the
"Sub-Adviser")                                                                  
with respect to MFS/Foreign & Colonial
International                                                                   
Growth Fund; filed herewith.          

(f)  Form of Sub-Advisory Agreement between     
the Adviser and                                                                 
the Sub-Adviser with respect to       
MFS/Foreign & Colonial                                                          
International Growth and Income Fund; 
filed herewith.                                                                 

(g)  Form of Sub-Advisory Agreement between     
the Adviser and                                                                 
the Sub-Adviser with respect to       
MFS/Foreign & Colonial                                                          
Emerging Markets Equity Fund; filed   
herewith.                                                                       

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(h)    Form of Sub-Advisory Agreement           
between the Sub-Adviser                                                         
and Foreign & Colonial Emerging   
Markets Limited ("FCEM")                                                        
with respect to the MFS/Foreign & 
Colonial International                                                          
Growth Fund; filed herewith.      

(i)    Form of Sub-Advisory Agreement           
between the Sub-Adviser                                                         
and FCEM with respect to the      
MFS/Foreign & Colonial                                                          
   International Growth and Income Fund;
filed herewith.                                                                 

(j)    Form of Sub-Advisory Agreement           
between the Sub-Adviser                                                         
and FCEM with respect to the      
MFS/Foreign & Colonial                                                          
 Emerging Markets Equity Fund; filed
herewith.                                                                       

6   (a)    Distribution Agreement between MFS           
Government Mortgage                                                             
Fund and MFS Funds Distributors,  
Inc., dated January 1,                                                          
1995. (7)                         

(b)    Dealer Agreement between MFS Funds       
Distributors, Inc.                                                              
   and a dealer, dated December 28, 1994
and the Mutual                                                                  
Funds Agreement between MFD and a 
bank or NASD                                                                    
 affiliate, dated December 28, 1994.
(5)                                                                             

7          Retirement Plan for Non-Interested           
Person Trustees,                                                                
dated January 1, 1991. (3)        

8   (a)    Custodian Agreement, dated February          
19, 1988. (1a)                                                                  

(b)    Amendment No. 1 to Custodian             
Agreement, dated                                                                
February 29, 1988. (2)            

(c)    Amendment No. 2 to Custodian             
Agreement, dated                                                                
October 1, 1989. (1b)             

(d)    Amendment No. 3 to Custodian             
Agreement, dated                                                                
September 17, 1991. (3)           

9   (a)    Shareholder Servicing Agent                  
Agreement, dated                                                                
December 19, 1985. (1)            

(b)    Amendment to Shareholder Servicing       
Agent Agreement,                                                                
dated September 7, 1993.  (4)     

(c)    Form of Exchange Privilege Agreement;    
filed herewith.                                                                 

(d)    Loan Agreement by and among the Banks    
named therein,                                                                  
  the MFS Funds named therein, and the
First National                                                                  
 Bank of Boston dated as of February
21, 1995. (6)                                                                   

(e)    Dividend Disbursing Agency Agreement,    
dated                                                                           
February 1, 1986. (2)             

10          Opinion and Consent of Counsel (for           
the fiscal year                                                                 
ended July 31, 1994) was filed on 
March 30, 1995 with                                                             
 Post-Effective Amendment No. 11 and
for the fiscal year                                                             
  ended July 31, 1995 to be filed with
the Rule 24f-2                                                                  
  Notice on or before October 2, 1995.

11          Not Applicable.                               

12          Not Applicable.                               

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13   (a)    Investment Representation Letter for          
MFS Government                                                                  
Mortgage Fund.(1)                 

(b)    Form of Investment Representation        
Letter with respect                                                             
to MFS/Foreign & Colonial         
International Growth Fund,                                                      
  MFS/Foreign & Colonial International
Growth and Income                                                               
Fund and MFS/Foreign & Colonial   
Emerging Markets                                                                
Equity Fund; filed herewith.      

14   (a)    Forms for Individual Retirement               
Account Disclosure                                                              
Statement as currently in effect. 
(2)                                                                             

(b)    Forms for MFS 403(b) Custodial           
Account Agreement as                                                            
currently in effect.  (2)         

(c)    Forms for MFS Prototype Paired           
Defined Contribution                                                            
Plans and Funds Agreement as      
currently in effect.  (2)                                                       

15   (a)    Amended and Restated Distribution             
Plan for Class A                                                                
shares of MFS Government Mortgage 
Fund dated                                                                      
December 21, 1994. (7)            

(b)    Distribution Plan for Class B shares     
of MFS Government                                                               
Mortgage Fund dated December 21,  
1994. (7)                                                                       

(c)    Form of Distribution Plan for Class A    
shares of                                                                       
  MFS/Foreign & Colonial International
Growth Fund,                                                                    
  MFS/Foreign & Colonial International
Growth and Income                                                               
Fund and MFS/Foreign & Colonial   
Emerging Markets                                                                
Equity Fund; filed herewith.      

(d)    Form of Distribution Plan for Class B    
shares of                                                                       
  MFS/Foreign & Colonial International
Growth Fund,                                                                    
  MFS/Foreign & Colonial International
Growth and Income                                                               
Fund and MFS/Foreign & Colonial   
Emerging Markets                                                                
Equity Fund; filed herewith.      

16          Schedule for Computation of                   
Performance Quotations -                                                        
 Average Annual Total Rate of Return
and Standardized                                                                
Yield. (7)                        

17          Financial Data Schedules for each             
class of MFS                                                                    
Government Mortgage Fund. (7)     

Power of Attorney, dated September 21, 1994. (7)          
_____________________________                                                   

(1)  Incorporated by reference to Pre-Effective Amendment                       
No. 1 filed with the                                                            
SEC on December 20, 1985.                                             
(1a) Incorporated by reference to Post-Effective Amendment                      
No. 4 filed with                                                                
the SEC on January 27, 1989.                                          
(1b) Incorporated by reference to Post-Effective Amendment                      
No. 5 filed with                                                                
the SEC on January 29, 1990.                                          
(2)  Incorporated by reference to Post-Effective Amendment                      
No. 6 filed with                                                                
the SEC on January 28, 1991.                                          
(3)  Incorporated by reference to Post-Effective Amendment                      
No. 8 filed with                                                                
the SEC on January 29, 1993.                                          
(4)  Incorporated by reference to Post-Effective Amendment                      
No. 10 filed with                                                               
the SEC on January 28, 1994.                                          
(5)  Incorporated by reference to MFS Municipal Series Trust                    
(File Nos. 2-92915                                                              
and 811-4096) Post-Effective Amendment No. 26 filed                   
with the SEC on                                                                 
February 22, 1995.                                                    
(6)  Incorporated by reference to Amendment No. 8 on Form N-                    
2 for MFS Municipal                                                             
Income Trust (File No. 811-4841) filed with the SEC on                
February 28, 1995.                                                              
(7)  Incorporated by reference to Post-Effective Amendment                      
No. 11 filed with                                                               
the SEC on March 30, 1995.                                            

ITEM 25.        PERSONS CONTROLLED BY OR UNDER COMMON                           
CONTROL WITH REGISTRANT                                                         
--------------------------------------------    
-----------------                                                               

Not Applicable.                                 

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ITEM 26.        NUMBER OF HOLDERS OF SECURITIES                                 
-------------------------------                 

MFS GOVERNMENT MORTGAGE FUND                    
----------------------------                    

(1)                             
(2)                                                                             
TITLE OF CLASS                      NUMBER      
OF RECORD HOLDERS                                                               
--------------                      --------    
----------------                                                                

CLASS A SHARES                                  
--------------                                  

Shares of Beneficial Interest                   
31,954                                                                          
(without par value)                  (as  
of May 31, 1995)                                                                

CLASS B SHARES                                  
--------------                                  

Shares of Beneficial Interest                   
51,592                                                                          
(without par value)                  (as  
of May 31, 1995)                                                                

MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH     
FUND                                                                            
MFS/FOREIGN & COLONIAL INTERNATIONAL GROWTH     
AND INCOME FUND                                                                 
MFS/FOREIGN & COLONIAL EMERGING MARKETS         
EQUITY FUND                                                                     

(1)                             
(2)                                                                             
TITLE OF CLASS                      NUMBER      
OF RECORD HOLDERS                                                               
--------------                      --------    
----------------                                                                

CLASS A SHARES                                  
--------------                                  

Shares of Beneficial Interest                   
None                                                                            
(without par value)                  (as  
of June 16, 1995)                                                               

CLASS B SHARES                                  
--------------                                  

Shares of Beneficial Interest                   
None                                                                            
(without par value)                  (as  
of June 16, 1995)                                                               

ITEM 27.  INDEMNIFICATION                                                       
---------------                                             

Article V of the Registrant's Declaration of Trust              
provides that the                                                               
Registrant will indemnify its Trustees and officers against                     
liabilities and                                                                 
expenses incurred in connection with litigation in which                        
they may be involved                                                            
because of their offices with the Trust, unless as to                           
liabilities to the                                                              
Registrant or its shareholders, it is finally adjudicated                       
that they engaged in                                                            
willful misfeasance, bad faith, gross negligence or reckless                    
disregard of the                                                                
duties involved in their offices, or with respect to any                        
matter unless it is                                                             
adjudicated that they did not act in good faith in the                          
reasonable belief that                                                          
their actions were in the best interest of the Registrant.                      
In the case of a                                                                
settlement, such indemnification will not be provided unless                    
it has been                                                                     
determined in accordance with the Declaration of Trust that                     
such officers or                                                                
Trustees have not engaged in willful misfeasance, bad faith,                    
gross negligence                                                                
or reckless disregard of the duties involved in their                           
offices.                                                                        

The Trustees and officers of the Registrant and the             
personnel of the                                                                
Registrant's investment adviser are insured under an errors                     
and omissions                                                                   
liability insurance policy.  The Registrant  and its                            
officers are also insured                                                       
under the fidelity bond required by Rule 17g-1 under the                        
Investment Company Act                                                          
of 1940, as amended.                                                            

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ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT                          
ADVISER                                                                         
--------------------------------------------------          
--                                                                              

MFS serves as investment adviser to the following               
open-end Funds                                                                  
comprising the MFS Family of Funds: Massachusetts Investors                     
Trust,                                                                          
Massachusetts Investors Growth Stock Funds, MFS Growth                          
Opportunities Funds, MFS                                                        
Government Securities Funds, MFS Government Mortgage Funds,                     
MFS Government                                                                  
Limited Maturity Funds, MFS Series Trust I (which has three                     
series: MFS Managed                                                             
Sectors Funds, MFS Cash Reserve Funds and MFS World Asset                       
Allocation Funds),                                                              
MFS Series Trust II (which has four series: MFS Emerging                        
Growth Funds, MFS                                                               
Capital Growth Funds, MFS Intermediate Income Funds and MFS                     
Gold & Natural                                                                  
Resources Funds), MFS Series Trust III (which has two                           
series: MFS High Income                                                         
Funds and MFS Municipal High Income Funds), MFS Series Trust                    
IV (which has four                                                              
series: MFS Money Market Funds, MFS Government Money Market                     
Funds, MFS                                                                      
Municipal Bond Funds and MFS OTC Funds), MFS Series Trust V                     
(which has two                                                                  
series: MFS Total Return Funds and MFS Research Funds), MFS                     
Series Trust VI                                                                 
(which has three series: MFS World Total Return Funds, MFS                      
Utilities Funds and                                                             
MFS World Equity Funds), MFS Series Trust VII (which has two                    
series: MFS World                                                               
Governments Funds and MFS Value Funds), MFS Series Trust                        
VIII (which has two                                                             
series: MFS Strategic Income Funds and MFS World Growth                         
Funds), MFS Municipal                                                           
Series Trust (which has 19 series: MFS Alabama Municipal                        
Bond Funds, MFS                                                                 
Arkansas Municipal Bond Funds, MFS California Municipal Bond                    
Funds, MFS Florida                                                              
Municipal Bond Funds, MFS Georgia Municipal Bond Funds, MFS                     
Louisiana Municipal                                                             
Bond Funds, MFS Maryland Municipal Bond Funds, MFS                              
Massachusetts Municipal Bond                                                    
Funds, MFS Mississippi Municipal Bond Funds, MFS New York                       
Municipal Bond Funds,                                                           
MFS North Carolina Municipal Bond Funds, MFS Pennsylvania                       
Municipal Bond Funds,                                                           
MFS South Carolina Municipal Bond Funds, MFS Tennessee                          
Municipal Bond Funds,                                                           
MFS Texas Municipal Bond Funds, MFS Virginia Municipal Bond                     
Funds, MFS                                                                      
Washington Municipal Bond Funds, MFS West Virginia Municipal                    
Bond Funds and MFS                                                              
Municipal Income Funds) and MFS Series Trust IX (which has                      
three series: MFS                                                               
Bond Funds, MFS Limited Maturity Funds and MFS Municipal                        
Limited Maturity                                                                
Funds) (the "MFS Funds"). The principal business address of                     
each of the                                                                     
aforementioned Funds is 500 Boylston Street, Boston,                            
Massachusetts 02116.                                                            

MFS also serves as investment adviser of the                    
following no-load,                                                              
open-end Funds: MFS Institutional Trust ("MFSIT") (which has                    
two series), MFS                                                                
Variable Insurance Trust ("MVI") (which has twelve series)                      
and MFS Union                                                                   
Standard Trust ("UST") (which has two series).  The                             
principal business address                                                      
of each of the aforementioned Funds is 500 Boylston Street,                     
Boston,                                                                         
Massachusetts 02116.                                                            

In addition, MFS serves as investment adviser to the            
following                                                                       
closed-end Funds: MFS Municipal Income Trust, MFS                               
Multimarket Income Trust,                                                       
MFS Government Markets Income Trust, MFS Intermediate Income                    
Trust, MFS Charter                                                              
Income Trust and MFS Special Value Trust (the "MFS Closed-                      
End Funds"). The                                                                
principal business address of each of the aforementioned                        
Funds is 500 Boylston                                                           
Street, Boston, Massachusetts 02116.                                            

Lastly, MFS serves as investment adviser to MFS/Sun             
Life Series Trust                                                               
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc.                             
("SGVAF"), Money Market                                                         
Variable Account, High Yield Variable Account, Capital                          
Appreciation Variable                                                           
Account, Government Securities Variable Account, World                          
Governments Variable                                                            
Account, Total Return Variable Account and Managed Sectors                      
Variable Account.                                                               
The principal business address of each is One Sun Life                          
Executive Park,                                                                 
Wellesley Hills, Massachusetts 02181.                                           

MFS International Ltd. ("MIL"), a limited liability             
company organized                                                               
under the laws of the Republic of Ireland and a subsidiary                      
of MFS, whose                                                                   
principal business address is 41-45 St. Stephen's Green,                        
Dublin 2, Ireland,                                                              
serves as investment adviser to and distributor for MFS                         
International Funds                                                             
(which has four portfolios: MFS International Funds-U.S.                        
Equity Funds, MFS                                                               
International Funds-U.S. Emerging Growth Funds, MFS                             
International                                                                   
Funds-International Governments Funds and MFS International                     
Funds-Charter                                                                   
Income Funds) (the "MIL Funds"). The MIL Funds are organized                    
in Luxembourg and                                                               
qualify as an undertaking for collective investments in                         
transferable securities                                                         
(UCITS). The principal business address of the MIL Funds is                     
47, Boulevard                                                                   
Royal, L-2449 Luxembourg.                                                       

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MIL also serves as investment adviser to and                    
distributor for MFS                                                             
Meridian U.S. Government Bond Funds, MFS Meridian Charter                       
Income Funds, MFS                                                               
Meridian Global Government Funds, MFS Meridian U.S. Emerging                    
Growth Funds, MFS                                                               
Meridian Global Equity Funds, MFS Meridian Limited Maturity                     
Funds, MFS Meridian                                                             
World Growth Funds, MFS Meridian Money Market Funds and MFS                     
Meridian U.S.                                                                   
Equity Funds (collectively the "MFS Meridian Funds"). Each                      
of the MFS Meridian                                                             
Funds is organized as an exempt company under the laws of                       
the Cayman Islands.                                                             
The principal business address of each of the MFS Meridian                      
Funds is P.O. Box                                                               
309, Grand Cayman, Cayman Islands, British West Indies.                         

MFS International (U.K.) Ltd. ("MIL-UK"), a private             
limited company                                                                 
registered with the Registrar of Companies for England and                      
Wales, whose current                                                            
address is 4 John Carpenter Street, London ED4Y 0NH, is                         
involved primarily in                                                           
marketing and investment research activities with respect to                    
private clients                                                                 
and the MIL Funds and the MFS Meridian Funds.                                   

MFS Funds Distributors, Inc. ("MFD"), a wholly owned            
subsidiary of MFS,                                                              
serves as distributor for the MFS Funds, MVI, UST and MFSIT.                    

Clarendon Insurance Agency, Inc. ("CIAI"), a wholly             
owned subsidiary of                                                             
MFS, serves as distributor for certain life insurance and                       
annuity contracts                                                               
issued by Sun Life Assurance Company of Canada (U.S.).                          

MFS Service Center, Inc. ("MFSC"), a wholly owned               
subsidiary of MFS,                                                              
serves as shareholder servicing agent to the MFS Funds, the                     
MFS Closed-End                                                                  
Funds, MFS Institutional Trust, MFS Variable Insurance Trust                    
and MFS Union                                                                   
Standard Trust.                                                                 

MFS Asset Management, Inc. ("AMI"), a wholly owned              
subsidiary of MFS,                                                              
provides investment advice to substantial private clients.                      

MFS Retirement Services, Inc. ("RSI"), a wholly                 
owned subsidiary of                                                             
MFS, markets MFS products to retirement plans and provides                      
administrative and                                                              
record keeping services for retirement plans.                                   

MFS                                                             
---                                                             

The Directors of MFS are A. Keith Brodkin, Jeffrey              
L. Shames, Arnold D.                                                            
Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is                       
the Chairman, Mr.                                                               
Shames is the President, Mr. Scott is a Senior Executive                        
Vice President and                                                              
Secretary, James E. Russell is a Senior Vice President and                      
the Treasurer,                                                                  
Stephen E. Cavan is a Senior Vice President, General Counsel                    
and an Assistant                                                                
Secretary, and Robert T. Burns is a Vice President and an                       
Assistant Secretary                                                             
of MFS.                                                                         

MASSACHUSETTS INVESTORS TRUST                                   
-----------------------------                                   
MASSACHUSETTS INVESTORS GROWTH STOCK FUNDS                      
------------------------------------------                      
MFS GROWTH OPPORTUNITIES FUNDS                                  
------------------------------                                  
MFS GOVERNMENT SECURITIES FUNDS                                 
-------------------------------                                 
MFS GOVERNMENT MORTGAGE FUNDS                                   
-----------------------------                                   
MFS SERIES TRUST I                                              
------------------                                              
MFS SERIES TRUST V                                              
------------------                                              
MFS GOVERNMENT LIMITED MATURITY FUNDS                           
-------------------------------------                           
MFS SERIES TRUST VI                                             
-------------------                                             

A. Keith Brodkin is the Chairman and President,                 
Stephen E. Cavan is the                                                         
Secretary, W. Thomas London is the Treasurer, James O. Yost,                    
Vice President of                                                               
MFS, is Assistant Treasurer, James R. Bordewick, Jr., Vice                      
President and                                                                   
Associate General Counsel of MFS, is Assistant Secretary.                       

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MFS SERIES TRUST II                                             
-------------------                                             

A. Keith Brodkin is the Chairman and President,                 
Leslie J. Nanberg,                                                              
Senior Vice President of MFS, is a Vice President, Stephen                      
E. Cavan is the                                                                 
Secretary, W. Thomas London is the Treasurer, James O. Yost                     
is Assistant                                                                    
Treasurer, and James R. Bordewick, Jr., is Assistant                            
Secretary.                                                                      

MFS GOVERNMENT MARKETS INCOME TRUST                             
-----------------------------------                             
MFS INTERMEDIATE INCOME TRUST                                   
-----------------------------                                   

A. Keith Brodkin is the Chairman and President,                 
Patricia A. Zlotin,                                                             
Executive Vice President of MFS and Leslie J. Nanberg,                          
Senior Vice President of                                                        
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary,                    
W. Thomas London                                                                
is the Treasurer, James O. Yost is Assistant Treasurer, and                     
James R. Bordewick,                                                             
Jr., is the Assistant Secretary.                                                

MFS SERIES TRUST III                                            
--------------------                                            

A. Keith Brodkin is the Chairman and President,                 
James T. Swanson,                                                               
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder,                     
Senior Vice                                                                     
Presidents of MFS, Bernard Scozzafava, Vice President of                        
MFS, and Matthew                                                                
Fontaine, Assistant Vice President of MFS, are Vice                             
Presidents, Sheila                                                              
Burns-Magnan and Daniel E. McManus, Assistant Vice                              
Presidents of MFS, are                                                          
Assistant Vice Presidents, Stephen E. Cavan is the                              
Secretary, W. Thomas London                                                     
is the Treasurer, James O. Yost is Assistant Treasurer, and                     
James R. Bordewick,                                                             
Jr., is Assistant Secretary.                                                    

MFS SERIES TRUST IV                                             
-------------------                                             
MFS SERIES TRUST IX                                             
-------------------                                             

A. Keith Brodkin is the Chairman and President,                 
Robert A. Dennis and                                                            
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are                        
Vice Presidents,                                                                
Stephen E. Cavan is the Secretary, W. Thomas London is the                      
Treasurer, James O.                                                             
Yost is Assistant Treasurer and James R. Bordewick, Jr., is                     
Assistant                                                                       
Secretary.                                                                      

MFS Series Trust VII                                            
--------------------                                            

A. Keith Brodkin is the Chairman and President,                 
Leslie J. Nanberg and                                                           
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice                      
Presidents, Stephen                                                             
E. Cavan is the Secretary, W. Thomas London is the                              
Treasurer, James O. Yost is                                                     
Assistant Treasurer and James R. Bordewick, Jr., is                             
Assistant Secretary.                                                            

MFS Series Trust VIII                                           
---------------------                                           

A. Keith Brodkin is the Chairman and President,                 
Jeffrey L. Shames,                                                              
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and                     
John D. Laupheimer,                                                             
Jr., Vice President of MFS, are Vice Presidents, Stephen E.                     
Cavan is the                                                                    
Secretary, W. Thomas London is the Treasurer, James O. Yost                     
is Assistant                                                                    
Treasurer and James R. Bordewick, Jr., is Assistant                             
Secretary.                                                                      

MFS Municipal Series Trust                                      
--------------------------                                      

A. Keith Brodkin is the Chairman and President,                 
Cynthia M. Brown and                                                            
Robert A. Dennis are Vice Presidents, David B. Smith,                           
Geoffrey L. Schechter and                                                       
David R. King, Vice Presidents of MFS, are Vice Presidents,                     
Stephen E. Cavan is                                                             
the Secretary, W. Thomas London is the Treasurer, James O.                      
Yost is Assistant                                                               
Treasurer and James R. Bordewick, Jr., is Assistant                             
Secretary.                                                                      

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MFS VARIABLE INSURANCE TRUST                                    
----------------------------                                    
MFS INSTITUTIONAL TRUST                                         
-----------------------                                         

A. Keith Brodkin is the Chairman and President,                 
Stephen E. Cavan is the                                                         
Secretary, W. Thomas London is the Treasurer, James O. Yost                     
is the Assistant                                                                
Treasurer and James R. Bordewick, Jr., is the Assistant                         
Secretary.                                                                      

MFS UNION STANDARD TRUST                                        
------------------------                                        

A. Keith Brodkin is the Chairman and President,                 
Stephen E. Cavan is the                                                         
Secretary, W. Thomas London is the Treasurer, James O. Yost                     
and Karen C. Jordan                                                             
are Assistant Treasurers and James R. Bordewick, Jr., is the                    
Assistant                                                                       
Secretary.                                                                      

MFS MUNICIPAL INCOME TRUST                                      
--------------------------                                      

A. Keith Brodkin is the Chairman and President,                 
Cynthia M. Brown and                                                            
Robert J. Manning are Vice Presidents, Stephen E. Cavan is                      
the Secretary, W.                                                               
Thomas London is the Treasurer, James O. Yost, is Assistant                     
Treasurer and James                                                             
R. Bordewick, Jr., is Assistant Secretary.                                      

MFS MULTIMARKET INCOME TRUST                                    
----------------------------                                    
MFS CHARTER INCOME TRUST                                        
------------------------                                        

A. Keith Brodkin is the Chairman and President,                 
Patricia A. Zlotin,                                                             
Leslie J. Nanberg and James T. Swanson are Vice Presidents,                     
Stephen E. Cavan is                                                             
the Secretary, W. Thomas London is the Treasurer, James O.                      
Yost, Vice President                                                            
of MFS, is Assistant Treasurer and James R. Bordewick, Jr.,                     
is Assistant                                                                    
Secretary.                                                                      

MFS SPECIAL VALUE TRUST                                         
-----------------------                                         

A. Keith Brodkin is the Chairman and President,                 
Jeffrey L. Shames,                                                              
Patricia A. Zlotin and Robert J. Manning are Vice                               
Presidents, Stephen E. Cavan                                                    
is the Secretary, W. Thomas London is the Treasurer, and                        
James O. Yost, is                                                               
Assistant Treasurer and James R. Bordewick, Jr., is                             
Assistant Secretary.                                                            

SGVAF                                                           
-----                                                           

W. Thomas London is the Treasurer.                              

MIL                                                             
---                                                             

A. Keith Brodkin is a Director and the Chairman,                
Arnold D. Scott and                                                             
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice                        
President of MFS, is                                                            
the President, Thomas J. Cashman, Jr., a Senior Vice                            
President of MFS, is a                                                          
Senior Vice President, Anthony F. Clarizio is an Assistant                      
Vice President,                                                                 
Stephen E. Cavan is a Director, Senior Vice President and                       
the Clerk, James R.                                                             
Bordewick, Jr. is a Director, Vice President and an                             
Assistant Clerk, Robert T.                                                      
Burns is an Assistant Clerk and James E. Russell is the                         
Treasurer.                                                                      

MIL-UK                                                          
------                                                          

A. Keith Brodkin, Arnold D. Scott, Jeffrey L.                   
Shames, and James R.                                                            
Bordewick, Jr., are Directors, Stephen E. Cavan is a                            
Director and the                                                                
Secretary, Ziad Malek is the President, James E. Russell is                     
the Treasurer, and                                                              
Robert T. Burns is the Assistant Secretary.                                     

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MIL FUNDS                                                       
---------                                                       

A. Keith Brodkin is the Chairman, President and a               
Director, Arnold D.                                                             
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan                     
is the Secretary,                                                               
W. Thomas London is the Treasurer, James O. Yost is the                         
Assistant Treasurer and                                                         
James R. Bordewick, Jr., is the Assistant Secretary, and                        
Ziad Malek is a Senior                                                          
Vice President.                                                                 

MFS MERIDIAN FUNDS                                              
------------------                                              

A. Keith Brodkin is the Chairman, President and a               
Director, Arnold D.                                                             
Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan                     
is the Secretary,                                                               
W. Thomas London is the Treasurer, James R. Bordewick, Jr.,                     
is the Assistant                                                                
Secretary and Ziad Malek is a Senior Vice President.                            

MFD                                                             
---                                                             

A. Keith Brodkin is the Chairman, Arnold D. Scott               
and Jeffrey L. Shames                                                           
are Directors, William W. Scott, Jr., an Executive Vice                         
President of MFS, is                                                            
the President, Stephen E. Cavan is the Secretary, Robert T.                     
Burns is the                                                                    
Assistant Secretary, and James E. Russell is the Treasurer.                     

CIAI                                                            
----                                                            

A. Keith Brodkin is the Chairman, Arnold D. Scott               
and Jeffrey L. Shames                                                           
are Directors, Cynthia Orcott is President, Bruce C. Avery,                     
Executive Vice                                                                  
President of MFS, is the Vice President, James E. Russell is                    
the Treasurer,                                                                  
Stephen E. Cavan is the Secretary, and Robert T. Burns is                       
the Assistant                                                                   
Secretary.                                                                      

MFSC                                                            
----                                                            

A. Keith Brodkin is the Chairman, Arnold D. Scott               
and Jeffrey L. Shames                                                           
are Directors, Joseph A. Recomendes, Senior Vice President                      
of MFS, is the                                                                  
President, James E. Russell is the Treasurer, Stephen E.                        
Cavan is the                                                                    
Secretary, and Robert T. Burns is the Assistant Secretary.                      

AMI                                                             
---                                                             

A. Keith Brodkin is the Chairman and a Director,                
Jeffrey L. Shames,                                                              
Leslie J. Nanberg and Arnold D. Scott are Directors, Thomas                     
J. Cashman is the                                                               
President and a Director, James E. Russell is the Treasurer                     
and Robert T. Burns                                                             
is the Secretary.                                                               

RSI                                                             
---                                                             

William W. Scott, Jr., Joseph A. Recomendes and                 
Bruce C. Avery are                                                              
Directors, Arnold D. Scott is the Chairman, Douglas C. Grip,                    
a Senior Vice                                                                   
President of MFS, is the President, James E. Russell is the                     
Treasurer, Stephen                                                              
E. Cavan is the Secretary, Robert T. Burns is the Assistant                     
Secretary and Henry                                                             
A. Shea is an Executive Vice President.                                         

In addition, the following persons, Directors or                
officers of MFS, have                                                           
the affiliations indicated:                                                     

A. Keith Brodkin      Director, Sun Life Assurance              
Company of                                                                      
         Canada (U.S.), One Sun Life
       Executive Park, Wellesley
Hills,                                                                          
Massachusetts     
        Director, Sun Life Insurance
and Annuity Company                                                             
           of New York, 67 Broad Street,
New York,                                                                       
New York          

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John R. Gardner       President and a Director, Sun             
Life                                                                            
          Assurance Company of Canada,
Sun                                                                             
          Life Centre, 150 King Street
West,                                                                           
           Toronto, Ontario, Canada (Mr.
        Gardner is also an officer
and/or                                                                          
 Director of various
subsidiaries                                                                    
         and affiliates of Sun Life)

John D. McNeil        Chairman, Sun Life Assurance              
Company of                                                                      
          Canada, Sun Life Centre, 150
King                                                                            
   Street West, Toronto,
Ontario,                                                                        
           Canada (Mr. McNeil is also an
        officer and/or Director of
various                                                                         
         subsidiaries and affiliates
of Sun                                                                          
Life)             

The business of the Sub-Adviser is summarized under             
the section of the                                                              
Prospectus entitled "Management of the Funds-Sub-Adviser"                       
constituting Part A                                                             
of this Post-Effective Amendment to the Registrant's                            
Registration Statement on                                                       
Form N-1A, which summary is incorporated herein by                              
reference.                                                                      

The business or other connections of each trustee               
and officer of the                                                              
Sub-Adviser is currently listed in the investment adviser                       
registration on Form                                                            
ADV for the Sub-Adviser (File No. 801-44724) and is hereby                      
incorporated herein                                                             
by reference.                                                                   

The business of Foreign & Colonial Emerging Markets             
Limited ("FCEM") is                                                             
summarized under the section of the Prospectus entitled                         
"Management of the                                                              
Funds-Foreign & Colonial Emerging Markets Limited"                              
constituting Part A of this                                                     
Post-Effective Amendment to the Registrant's Registration                       
Statement on Form                                                               
N-1A, which summary is incorporated herein by reference.                        

The business or other connections of each trustee               
and officer of FCEM                                                             
is currently listed in the investment adviser registration                      
on Form ADV for FCEM                                                            
(File No. 801-40119) and is hereby incorporated herein by                       
reference.                                                                      

ITEM 29.  PRINCIPAL UNDERWRITERS                                                

(a) Reference is made to Item 28 above.                     

(b) Reference is made to Item 28 above.                     

(c) Not applicable.                                         

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS                                      

The accounts and records of the Registrant are                  
located, in whole or in                                                         
part, at the office of the Registrant at the following                          
locations:                                                                      

NAME                                                
ADDRESS                                                                         
----                                      ----      
----                                                                            

Massachusetts Financial Services        500 Boylston            
Street                                                                          
Company (investment adviser)           Boston, MA             
02116                                                                           

MFS Funds Distributors, Inc.            500 Boylston            
Street                                                                          
(principal underwriter)                Boston, MA             
02116                                                                           

State Street Bank and Trust Company     State Street            
South                                                                           
(custodian)                            5 - West               
                     North
Quincy, MA 02171                                                                

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NAME                                                
ADDRESS                                                                         
----                                      ----      
----                                                                            

MFS Service Center, Inc.                500 Boylston            
Street                                                                          
(transfer agent)                       Boston, MA             
02116                                                                           

Foreign & Colonial Management Ltd.      Exchange                
House                                                                           
(sub-advisers)                       Primrose             
Steeet                                                                          
                           London EC2A
2NY, United Kingdom                                                             

Foreign & Colonial Emerging             Exchange                
House                                                                           
Markets Limited                         Primrose                
Street                                                                          
(sub-advisers)                       London EC2A          
2NY, United Kingdom                                                             

ITEM 31. MANAGEMENT SERVICES                                                    

Not Applicable.                                               

ITEM 32. UNDERTAKINGS                                                           

(a)    Not applicable.                                        

(b)    The Registrant undertakes to file a post-              
effective amendment to                                                          
this registration statement, in order to file financial                         
statements for the                                                              
MFS/Foreign & Colonial International Growth Fund,                               
MFS/Foreign & Colonial                                                          
International Growth and Income Fund and MFS/Foreign &                          
Colonial Emerging                                                               
Markets Equity Fund, which need not be certified, within                        
four to six months                                                              
from the later of effective date of this post-effective                         
amendment or the                                                                
initial public offering of shares of each Fund.                                 

(c)    Registrant undertakes to furnish each person             
to whom a                                                                       
prospectus is delivered with a copy of its latest annual                        
report to shareholders                                                          
upon request and without charge.                                                

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    SIGNATURES
    ----------

Pursuant to the requirements of the Securities Act              
of 1933  and the                                                                
Investment Company Act of 1940, the Registrant has  duly                        
caused this                                                                     
Post-Effective Amendment to the Registration  Statement to                      
be signed on its                                                                
behalf by the undersigned,  thereto duly authorized, in the                     
City of Boston and                                                              
The  Commonwealth of Massachusetts on the 15th day of June,                     
1995.                                                                           

                          MFS SERIES
TRUST X                                                                         

                          By:  JAMES
R. BORDEWICK, JR.                                                               
                               ---------
--------------------                                                            
                            Name:  James
R. Bordewick, Jr.                                                               
                      Title:
Assistant Secretary                                                             

Pursuant to the requirements of the Securities Act              
of 1933,  this                                                                  
Post-Effective Amendment to its Registration Statement  has                     
been signed below by                                                            
the following persons in the  capacities indicated on June                      
15, 1995.                                                                       

SIGNATURE                                  TITLE                  
---------                                  -----                  

A. KEITH BRODKIN*                      Chairman, President                      
(Principal                                                                      
-------------------------               Executive Officer)                      
and Trustee                                                                     
A. Keith Brodkin                                                                

W. THOMAS LONDON*                      Treasurer (Principal                     
Financial                                                                       
-------------------------               Officer and                             
Principal Accounting                                                            
W. Thomas London                        Officer)                                

RICHARD B. BAILEY*                     Trustee                                  
-------------------------                                                       
Richard B. Bailey                                                               

PETER G. HARWOOD*                      Trustee                                  
-------------------------                                                       
Peter G. Harwood                                                                

J. ATWOOD IVES*                        Trustee                                  
-------------------------                                                       
J. Atwood Ives                                                                  

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LAWRENCE T. PERERA*                    Trustee                                  
-------------------------                                                       
Lawrence T. Perera                                                              

WILLIAM J. POORVU*                     Trustee                                  
-------------------------                                                       
William J. Poorvu                                                               

CHARLES W. SCHMIDT*                    Trustee                                  
-------------------------                                                       
Charles W. Schmidt                                                              

ARNOLD D. SCOTT*                       Trustee                                  
-------------------------                                                       
Arnold D. Scott                                                                 

JEFFREY L. SHAMES*                     Trustee                                  
-------------------------                                                       
Jeffrey L. Shames                                                               

ELAINE R. SMITH*                       Trustee                                  
-------------------------                                                       
Elaine R. Smith                                                                 

DAVID B. STONE*                        Trustee                                  
-------------------------                                                       
David B. Stone                                                                  

            *By:  JAMES R.
BORDEWICK, JR.                                                                  
                       -----------------
------------                                                                    
             Name:  James R.
Bordewick, Jr.                                                                  
                          as Attorney-
in-fact                                                                         

                  Executed by James R.
Bordewick, Jr.                                                                  
                on behalf of those
indicated pursuant                                                              
           to a Power of
Attorney dated                                                                  
                 September 21, 1994;
incorporated                                                                    
                 by reference to the
Registrant's                                                                    
            Post-Effective
Amendment No. 11                                                                
                   filed with the SEC on
March 30, 1995.                                                                 

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                                                                [Download Table]

                               INDEX TO EXHIBITS            


EXHIBIT NO.            DESCRIPTION OF EXHIBIT               
PAGE NO.                                                    
-----------            ----------------------               
--------                                                    
                                                            
                                                            

      1(b)      Amendment to the Declaration of Trust dated 
                May 17, 1995 to change the name of the Trust
                and for the establishment and designation of
                series and classes.                         

      5(b)      Form of Investment Advisory Agreement for   
the                                                         
                Trust on behalf of MFS/Foreign & Colonial   
                International Growth Fund.                  

       (c)      Form of Investment Advisory Agreement for   
the                                                         
                Trust on behalf of MFS/Foreign & Colonial   
                International Growth and Income Fund.       

       (d)      Form of Investment Advisory Agreement for   
the                                                         
                Trust on behalf of MFS/Foreign & Colonial   
                Emerging Markets Equity Fund.               

       (e)      Form of Sub-Advisory Agreement between      
                Massachusetts Financial Services Company    
(the                                                        
                "Adviser") and Foreign & Colonial           
                Management Ltd. (the "Sub-Adviser") with    
                respect to MFS/Foreign & Colonial           
                International Growth Fund.                  

       (f)      Form of Sub-Advisory Agreement between the  
                Adviser and the Sub-Adviser with respect to 
                MFS/Foreign & Colonial International Growth 
                and Income Fund.                            

       (g)      Form of Sub-Advisory Agreement between the  
                Adviser and the Sub-Adviser with respect to 
                MFS/Foreign & Colonial Emerging Markets     
                Equity Fund.                                

       (h)      Form of Sub-Advisory Agreement between the  
                Sub-Adviser and Foreign & Colonial Emerging 
                Markets Limited ("FCEM") with respect to the
                MFS/Foreign & Colonial InternationalGrowth  
                Fund.                                       

       (i)      Form of Sub-Advisory Agreement between the  
                Sub-Adviser and FCEM with respect to the    
                MFS/Foreign & Colonial InternationalGrowth  
                and Income Fund.                            

       (j)      Form of Sub-Advisory Agreement between the  
                Sub-Adviser and FCEM with respect to the    
                MFS/Foreign & Colonial Emerging Markets     
                Equity Fund.                                

      9(c)      Form of Exchange Privilege Agreement        


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                                                                [Download Table]

EXHIBIT NO.            DESCRIPTION OF EXHIBIT               
PAGE NO.                                                    
-----------            ----------------------               
--------                                                    
                                                            
                                                            

     13(b)      Form of Investment Representation Letter    

     15(c)      Form of Distribution Plan for Class A shares
of MFS/Foreign &                                            
                Colonial International Growth Fund,         
MFS/Foreign & Colonial                                      
                International Growth and Income Fund and    
MFS/Foreign & Colonial                                      
                Emerging Markets Equity Fund.               

       (d)      Form of Distribution Plan for Class B shares
of MFS/Foreign &                                            
                Colonial International Growth Fund,         
MFS/Foreign & Colonial                                      
                International Growth and Income Fund and    
MFS/Foreign & Colonial                                      
                Emerging Markets Equity Fund.               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMI’ Filing		Date		First		Last			Other Filings
		12/31/05		9		36
		7/31/96		9					24F-2NT,  N-30D,  NSAR-B
		11/3/95		10		24
		10/2/95		1		52
		9/1/95		7		43			497
		7/31/95		1		52			24F-2NT,  N-30D,  NSAR-B
Filed as of:		7/13/95
Filed on:		6/16/95		1		54			485APOS
		6/15/95		62
		6/2/95		43
		5/31/95		54
		5/17/95		51		64			497
		3/30/95		52		63			485B24E
		2/28/95		53
		2/22/95		53
		2/21/95		52
		1/19/95		51
		1/1/95		52
		12/28/94		52
		12/21/94		51		53
		9/29/94		1					NSAR-B
		9/21/94		53		63
		7/31/94		1		52			NSAR-B
		1/28/94		53
		9/7/93		52
		3/1/93		43
		1/29/93		53
		1/1/93		25		31
		8/3/92		43
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