<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MFS SERIES TRUST VIII
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-(6)(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it is determined):
N/A
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(5) Total fee paid:
N/A
----------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identifying the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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<PAGE>
MFS WORLD GROWTH FUND
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
February 1, 1996
Dear Shareholder:
Massachusetts Financial Services Company ("MFS") acts as investment adviser to
the Fund. In that capacity, MFS currently utilizes two sub-investment advisers
to assist it in managing assets of the Fund invested outside the United States.
One of these sub-investment advisers is Batterymarch Financial Management, Inc.
("Batterymarch"), which manages the Fund's assets invested in emerging markets.
The Board of Trustees responsible for the Fund has approved the termination by
MFS of Batterymarch as a sub-adviser to the Fund and the retention by MFS of
Foreign & Colonial Management Limited ("FCM") and of its subsidiary, Foreign &
Colonial Emerging Markets Limited ("FCEM"), as new sub-advisers to the Fund to
replace Batterymarch in the management of the Fund's assets invested in emerging
markets, commencing on or about April 1, 1996. The retention by MFS of FCM and
FCEM as sub-advisers to the Fund is subject to your approval, as shareholders of
the Fund.
It is important to note that there would be no changes in your Fund's investment
objectives or policies as a result of the replacement of Batterymarch with FCM
and FCEM. Also, this change would not involve any change in MFS continuing to
act as your Fund's investment adviser nor Oechsle International Advisors, L.P.
continuing to act as the other sub-adviser for your Fund. THE TERMS AND
CONDITIONS OF THE TWO NEW SUB-INVESTMENT ADVISORY AGREEMENTS BETWEEN MFS AND FCM
AND BETWEEN FCM AND FCEM ARE SUBSTANTIALLY IDENTICAL TO THE TERMS AND CONDITIONS
OF THE CURRENT SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN MFS AND BATTERYMARCH.
APPROVAL OF THE TWO NEW SUB-INVESTMENT ADVISORY AGREEMENTS WOULD HAVE NO EFFECT
UPON THE AMOUNT OF MANAGEMENT FEES PAID BY THE FUND TO MFS. MFS, NOT THE FUND,
PAYS MANAGEMENT FEES TO THE FUND'S SUB-ADVISERS, AND FCM AND FCEM WOULD RECEIVE
FROM MFS THE SAME LEVEL OF COMPENSATION MFS CURRENTLY PAYS BATTERYMARCH.
THE BOARD OF TRUSTEES RESPONSIBLE FOR YOUR FUND RECOMMENDS THAT YOU APPROVE THE
TWO NEW SUB-INVESTMENT ADVISORY AGREEMENTS BETWEEN MFS AND FCM AND BETWEEN FCM
AND FCEM.
Because your Board of Trustees has approved the two new sub-investment advisory
agreements, the matter is now subject to approval by you and your fellow
shareholders at a special meeting of your Fund to be held on Monday, March 18,
1996. Even if you cannot attend, it is important that you complete and return
the enclosed proxy card. TIMELY VOTES SAVE MONEY.
Should you have any questions, please call the Fund's shareholder servicing
agent, MFS Service Center, Inc., toll-free at 1-800-225-2606 any business day
between 8 a.m. and 6 p.m.
Respectfully,
/s/ A. Keith Brodkin
A. Keith Brodkin, Chairman
<PAGE>
MFS WORLD GROWTH FUND
500 Boylston Street, Boston, Massachusetts 02116
------------------------------------
Notice of Special Meeting of Shareholders
To be held March 18, 1996
A Special Meeting of Shareholders of MFS World Growth Fund (the "Fund") will be
held at 500 Boylston Street, Boston, Massachusetts, on Monday, March 18, 1996 at
9:30 a.m. for the following purposes:
ITEM 1. To approve two new Sub-Investment Advisory Agreements, one between
Massachusetts Financial Services Company ("MFS") and Foreign & Colonial
Management Limited ("FCM"), and the other between FCM and its
subsidiary, Foreign & Colonial Emerging Markets Limited ("FCEM"),
containing substantially the same terms and conditions as the current
Sub-Investment Advisory Agreement between MFS and Batterymarch
Financial Management, Inc. ("Batterymarch"), to become effective on or
about April 1, 1996.
ITEM 2. To transact such other business as may come before the Special Meeting
of Shareholders and any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
Only shareholders of record on January 18, 1996 will be entitled to vote at the
Special Meeting of Shareholders and at any adjournments thereof.
STEPHEN E. CAVAN, Secretary and Clerk
February 1, 1996
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees (the "Board of Trustees") of MFS
Series Trust VIII (the "Trust") on behalf of MFS World Growth Fund (the "Fund"),
a series of the Trust, to be used at a Special Meeting of Shareholders (the
"Special Meeting") to be held at 500 Boylston Street, Boston, Massachusetts on
March 18, 1996, and at any adjournment thereof, for the purposes set forth in
the accompanying Notice. If the enclosed form of proxy is executed and returned,
it may nevertheless be revoked prior to its exercise by a signed writing filed
with the Trust's transfer and shareholder servicing agent, MFS Service Center,
Inc. (the "Shareholding Servicing Agent" or "MFSC"), P.O. Box 2281, Boston,
Massachusetts 02107-9906, or delivered at the Special Meeting. On January 18,
1996 there were outstanding 13,748,528.06 shares of the Fund. Shareholders of
record at the close of business on January 18, 1996 will be entitled to one vote
for each share held.
The mailing address of the Fund is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
proxy statement with its enclosures on or about February 1, 1996. A copy of the
Trust's Annual Report may be obtained without charge by contacting the
Shareholder Servicing Agent at P.O. Box 9024, Boston, MA 02205-9824, or by
telephone toll-free at (800) 637-2304.
ITEM 1--TO APPROVE TWO NEW SUB-INVESTMENT ADVISORY AGREEMENTS, ONE BETWEEN
MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") AND FOREIGN & COLONIAL
MANAGEMENT LIMITED ("FCM"), AND THE OTHER BETWEEN FCM AND ITS SUBSIDIARY,
FOREIGN & COLONIAL EMERGING MARKETS LIMITED, CONTAINING SUBSTANTIALLY THE SAME
TERMS AND CONDITIONS AS THE CURRENT SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN
MFS AND BATTERYMARCH FINANCIAL MANAGEMENT, INC., TO BECOME EFFECTIVE ON OR ABOUT
APRIL 1, 1996.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND APPROVE THE NEW
SUB-INVESTMENT ADVISORY AGREEMENTS.
BACKGROUND AND SUMMARY
Massachusetts Financial Services Company ("MFS" or the "Adviser") serves as the
Fund's investment adviser and provides the Fund with overall investment advisory
and administrative services, as well as general office facilities. MFS manages
the Fund's assets invested in U.S. markets, and has engaged two sub-advisers,
Oechsle International Advisors, L.P. ("Oechsle") and Batterymarch Financial
Management, Inc. ("Batterymarch"), to manage the Fund's assets invested in
foreign markets. Oechsle manages the Fund's assets invested in developed foreign
markets, such as Western Europe, Japan, Australia and New Zealand, and
Batterymarch manages the Fund's assets invested in emerging markets, such as
Latin America and the Pacific Rim (excluding Japan).
At December 31, 1995, the Fund's net assets were $415,836,328 and the net assets
of the sub-portfolios of the Fund managed by MFS, Oechsle and Batterymarch were
$152,618,503, $191,660,416 and $71,557,409, respectively.
The Board of Trustees has approved the termination by MFS of Batterymarch as a
sub-adviser to the Fund and the retention by MFS of Foreign & Colonial
Management Limited ("FCM") and of its subsidiary, Foreign & Colonial Emerging
Markets Limited ("FCEM"), as new sub-advisers to the Fund to replace
Batterymarch. Under this arrangement, FCM and FCEM would commence managing the
Fund's assets invested in emerging markets on or about April 1, 1996. FCM and
FCEM are described below under the caption "Description of FCM and FCEM;
Strategic Alliance Between MFS and FCM."
1
<PAGE>
At the Special Meeting, shareholders of the Fund will be asked to approve two
new Sub-Investment Advisory Agreements, one between MFS and FCM, and the other
between FCM and FCEM (the "New Sub-Investment Advisory Agreements"). The
proposed New Sub-Investment Advisory Agreements are substantially identical to
the Sub-Investment Advisory Agreement between MFS and Batterymarch dated January
18, 1995 and currently in effect (the "Current Sub-Investment Advisory
Agreement"). A description of the New Sub-Investment Advisory Agreements and the
services to be provided by FCM and FCEM thereunder is set forth below under the
caption "Description of the New Sub-Investment Advisory Agreements."
Approval of the new Sub-Investment Advisory Agreements would have no effect upon
the amount of management fees paid by the Fund to MFS. MFS, not the Fund, pays
management fees to the Fund's sub-advisers, and FCM and FCEM would receive from
MFS the same level of compensation MFS currently pays Batterymarch.
DESCRIPTION OF MFS AND BATTERYMARCH
MFS, a Delaware corporation located at 500 Boylston Street, Boston,
Massachusetts 02116, manages the Fund pursuant to an Investment Advisory
Agreement, dated August 30, 1993 (the "Advisory Agreement"). The Adviser
provides the Fund with overall investment advisory and administrative services,
as well as general office facilities. Subject to such policies as the Board of
Trustees may determine, the Adviser makes investment decisions for the Fund. For
its services and facilities, MFS receives an annual management fee, computed and
paid monthly, in an amount equal to 0.90% of the average daily net assets of the
Fund on an annualized basis. The total management fee paid by the Fund to the
Adviser under the Investment Advisory Agreement during the Fund's fiscal year
ended October 31, 1995 was $3,459,664.
Batterymarch, a Maryland corporation located at 200 Clarendon Street, Boston,
Massachusetts 02116, is a registered investment adviser that acts as one of the
Fund's two sub-advisers pursuant to the Current Sub-Investment Advisory
Agreement. The Current Sub-Investment Advisory Agreement was most recently
approved by the Board of Trustees, including all of the Trustees who are not
"interested persons," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of any party to the Current Sub-Investment Advisory
Agreement (collectively, the "Independent Trustees"), on June 1, 1995, and was
approved by the Fund's shareholders on January 18, 1995, in connection with the
acquisition of the predecessor to Batterymarch by Legg Mason, Inc.
Under the Current Sub-Investment Advisory Agreement, the Adviser has delegated
to Batterymarch the authority to make investment decisions with respect to that
portion of the Fund's assets as the Adviser shall from time to time designate.
This delegation is subject to oversight by the Adviser and determinations as to
investment policy by the Board of Trustees. Batterymarch manages the Fund's
assets which the Adviser has designated for investment in emerging countries or
regions. For its services, the Adviser (not the Fund) pays Batterymarch a
management fee computed and paid monthly, in an amount equal to 1.00% per annum
of the average daily net asset value of the Fund's assets managed by
Batterymarch. The total management fee paid by the Adviser to Batterymarch under
the Current Sub-Investment Advisory Agreement during the Fund's fiscal year
ended October 31, 1995 was $651,916.
DESCRIPTION OF FCM AND FCEM; STRATEGIC ALLIANCE BETWEEN MFS AND FCM
DESCRIPTION OF FCM AND FCEM. FCM and FCEM are each companies incorporated under
the laws of England and Wales and are located at Exchange House, Primrose
Street, London EC2A 2NY, United Kingdom. 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 Limited, 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
2
<PAGE>
establishment of the world's oldest closed-end fund, Foreign & Colonial
Investment Trust PLC. As of December 31, 1995, FCM managed approximately U.S.
$19.1 billion of assets, including approximately U.S. $12.6 billion of assets in
equity securities and approximately U.S. $6.5 billion of assets in fixed income
securities.
FCEM is a wholly owned subsidiary of FCEM (HOLDINGS) Limited ("FCEM Holdings").
FCEM Holdings is a subsidiary of FCM, which owns 75.1% of the outstanding voting
securities of FCEM Holdings. Garantia Banking Limited, a wholly owned subsidiary
of Banco de Investimentos Garantia SA located at Rua Jorge Coelho, 16-13th
Floor, CEP 01451-020, Sao Paulo, Brazil, owns 14.9% of the outstanding voting
securities of FCEM Holdings, and Audley William Twiston Davies, the Managing
Director of FCEM, owns 10% of the outstanding voting securities of FCEM
Holdings. FCEM manages emerging market investments for FCM and FCEM serves as
the investment adviser to public closed-end and open-end funds and segregated
accounts specializing in emerging markets. As of December 31, 1995, FCEM managed
approximately U.S. $3.4 billion of assets invested in emerging markets.
The name, address and principal occupation of the principal executive officer
and each director of FCM and FCEM are set forth on Appendix A. The size and the
rate of FCM's and FCEM's investment advisory compensation with respect to other
U.S. registered investment companies having a similar investment objective to
the Fund advised by FCM and FCEM are set forth in Appendix B.
STRATEGIC ALLIANCE BETWEEN MFS AND FCM. MFS and FCM have entered into a
strategic alliance pursuant to which they have agreed to cooperate in
distributing, advising and managing investment products throughout the world. In
this arrangement certain expenses and revenues relating to their cooperative
activities, including, if Item I is approved by shareholders of the Fund,
investment advisory fees received from the Fund and certain expenses incurred by
MFS, FCM and their affiliates attributable to their services to the Fund, are
shared. As part of this alliance, the portfolio managers and investment analysts
of MFS and FCM share their views on a variety of investment related issues, such
as the economy, securities markets, portfolio securities and their issuers,
investment recommendations, strategies and techniques, risk analysis, trading
strategies and other portfolio management matters. MFS has access to the
extensive international equity investment expertise of FCM, and FCM has access
to the extensive U.S. equity investment expertise of MFS. MFS investment
analysts are working for an extended period with FCM portfolio managers and
investment analysts at their offices in London. In return, one or more FCM
employees are expected to work in a similar manner at MFS' Boston offices.
In certain instances there may be securities which are suitable for the Fund's
portfolio as well as for portfolios of other clients of MFS or clients of FCM.
Some simultaneous transactions are inevitable when several clients receive
investment advice from MFS and FCM, particularly when the same security is
suitable for more than one client. While in some cases this arrangement could
have a detrimental effect on the price or availability of the security as far as
the Fund is concerned, in other cases it may produce increased investment
opportunities for the Fund.
PROPOSED SUBSTITUTION OF FCM AND FCEM FOR BATTERYMARCH
MFS has exercised its right under the Current Sub-Investment Advisory Agreement
with Batterymarch to terminate that Agreement effective on or about April 1,
1996. However, the termination of that Agreement is conditioned upon the
approval by the Fund's shareholders of the proposed New Sub-Investment Advisory
Agreements with FCM and FCEM, which if so approved will become effective on or
about April 1, 1996. If the New Sub-Investment Advisory Agreements are not
approved by the Fund's shareholders, Batterymarch will continue to serve as
sub-adviser to the Fund pursuant to the Current Sub-Investment Advisory
Agreement pending consideration by MFS and the Board of Trustees, including the
Independent Trustees, of what further action, if any, should be taken in the
best interests of shareholders.
As discussed more fully below under the caption "Description of the New
Sub-Investment Advisory Agreements," the terms of the proposed New
Sub-Investment Advisory Agreements are substantially identical to the Current
Sub-Investment Advisory
3
<PAGE>
Agreement. Under the Current Sub-Investment Advisory Agreement, Batterymarch
receives a sub-investment management fee from MFS (not from the Fund) equal to
1.00% per annum of the average daily net asset value of the assets of the Fund
managed by Batterymarch. Likewise, under the proposed New Sub-Investment
Advisory Agreements between MFS and FCM, FCM would receive a sub-investment
management fee from MFS (not from the Fund) equal to 1.00% per annum of the
average daily net asset value of the assets of the Fund managed by FCM. FCM
would, in turn, pay the sub-investment management fee it receives from MFS over
to FCEM, as the proposed New Sub-Investment Advisory Agreement between FCM and
FCEM provides that FCEM would receive a sub-investment management fee from FCM
(not from the Fund or MFS) equal to 1.00% per anum of the average daily net
asset value of the assets of the Fund managed by FCEM.
In addition to receiving this cash compensation, FCM and FCEM, like
Batterymarch, would receive certain benefits from placing portfolio transactions
on behalf of the Fund. The initial criteria FCM and FCEM apply in selecting a
broker to effect a securities transaction for their respective clients is
whether the broker can provide the best price and execution for the transaction.
In accordance with Section 28(e) of the Securities Exchange Act of 1934,
however, FCM and FCEM may from time to time select as brokers for their
respective clients those firms that furnish research services to them. These
services are generally defined as those providing lawful and appropriate
assistance to FCM and FCEM in the performance of their investment decision
making responsibilities. Among the specific kinds of research services that FCM
and FCEM may receive from brokers are fundamental analysis of the economy, the
political environment, the financial markets, individual companies and specific
industries and technical analysis of individual securities. In following a
policy of selecting brokers furnishing research services, FCM and FCEM may pay
commissions higher than those obtainable from other brokers who do not provide
such services. FCM and FCEM will use the research they obtain to service all the
accounts they manage and use no formal procedures to direct client transactions
to a particular broker in return for products and research services received.
Joseph C. Williams is currently the portfolio manager for the assets of the Fund
allocated to Batterymarch. Mr. Williams leads the emerging markets investment
activities of Batterymarch and has been a portfolio manager with the predecessor
of Batterymarch since 1994. Prior to joining Batterymarch, Mr. Williams served
as a director at Morgan Grenfell Investment Services in London.
If the Fund's shareholders approve the proposed New Sub-Investment Advisory
Agreements, it is anticipated that Dr. Arnab Kumar Banerji, Chief Investment
Officer of FCEM, will become the portfolio manager for the assets of the Fund
allocated to FCM and FCEM. 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.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees approved the proposed New Sub-Investment Advisory
Agreements at a meeting held on December 13, 1995. Prior to this meeting, MFS
had discussed with the Board of Trustees its analysis that FCM and FCEM achieved
superior investment performance in the management of emerging market
investments. MFS informed the Board of Trustees at a meeting held on October 11,
1995 of its intention to recommend that the Board of Trustees consider replacing
Batterymarch with FCM and FCEM. Before approving these Agreements, the Board
reviewed and discussed materials furnished by MFS and FCM, including drafts of
the proposed New Sub-Investment Advisory Agreements; background information
concerning FCM and FCEM covering their corporate, management and operational
structures and personnel, their history and significant achievements, their
product lines and emphasis, and their investment philosophy and style; the
investment performance of accounts advised by FCM and FCEM as compared to
various benchmarks and to the investment performance of the portion of the
Fund's assets managed by Batterymarch; the financial statements of Hypo F&C
(FCM's parent); and certain regulatory filings of FCM and FCEM. Representatives
of FCM and MFS discussed these materials with the Board of Trustees during the
meeting.
4
<PAGE>
Upon conclusion of its review of these materials and the presentations made by
FCM and MFS, the Board of Trustees, including the Independent Trustees,
unanimously approved the proposed New Sub-Investment Advisory Agreements. In
deciding to approve these Agreements, the Board placed particular emphasis on
the following factors:
(i)
the investment performance of FCM and FCEM in managing emerging market
investments as those results significantly outperformed relevant benchmarks;
(ii)
the depth, qualifications and experience of FCM's and FCEM's investment
management and research personnel and the fact that FCM and FCEM have 23
investment management and research personnel devoted to emerging markets;
(iii)
the terms of the proposed New Sub-Investment Advisory Agreements, which are
substantially identical to the Current Sub-Investment Advisory Agreement;
(iv)
the fact that FCM and FCEM would receive from MFS the same compensation for
their sub-advisory services as MFS currently pays Batterymarch;
(v)
the history, reputation and background of FCM and FCEM and their financial
condition; and
(vi)
the fact that MFS and FCM have entered into a strategic alliance, as
discussed above under the caption "Description of FCM and FCEM; Strategic
Alliance between MFS and FCM."
THE BOARD OF TRUSTEES HAS DETERMINED THAT THE PROPOSED NEW SUB-INVESTMENT
ADVISORY AGREEMENTS ARE IN THE BEST INTEREST OF THE FUND AND ITS SHAREHOLDERS
AND RECOMMENDS THEIR APPROVAL BY SHAREHOLDERS.
DESCRIPTION OF THE NEW SUB-INVESTMENT ADVISORY AGREEMENTS
The Advisory Agreement between MFS and the Fund permits MFS from time to time to
engage one or more sub-advisers to assist in the performance of its services.
Pursuant to the Advisory Agreement, MFS has engaged Batterymarch as one of two
sub-advisers to the Fund.
Under the proposed New Sub-Investment Advisory Agreement between MFS and FCM
(the "FCM Agreement"), which is substantially identical to the Current
Sub-Investment Advisory Agreement, MFS may delegate to FCM the authority to make
investment decisions for the Fund. Pursuant to the FCM Agreement, it is intended
that FCM, through FCEM, would provide portfolio management services for assets
of the Fund invested in emerging markets. For its services, MFS would pay FCM a
management fee computed and paid monthly, in an amount equal to 1.00% per annum
of the average daily net asset value of the Fund's assets managed by FCM. This
is the same fee as is currently paid by MFS to Batterymarch under the Current
Sub-Investment Advisory Agreement.
The terms of the FCM Agreement would permit FCM from time to time to engage one
or more sub-advisers to assist in the performance of its services. Under the
terms of the proposed New Sub-Investment Advisory Agreement between FCM and FCEM
(the "FCEM Agreement"), FCM would delegate to FCEM its obligations under the
terms of the FCM Agreement, which reflects the fact that FCEM is the FCM
affiliate which has the investment expertise in emerging markets. For these
services, FCM would pay FCEM under the FCEM Agreement a sub-advisory fee equal
to 1.00% on an annualized basis of the average daily net asset value of the
assets of the Fund managed by FCEM. The FCEM Agreement is substantially
identical to the FCM Agreement.
Under the terms of the proposed New Sub-Investment Advisory Agreements, FCM and
FCEM would be required to furnish MFS with information and advice, including
advice on the allocation of investments among emerging market countries or
regions, relating to such portion of the Fund's assets as MFS shall from time to
time designate, to furnish continuously an investment
5
<PAGE>
program with respect to such assets, and otherwise to manage the Fund's
investments in accordance with the investment objective and policies as stated
in the Fund's then current Prospectus and Statement of Additional Information.
FCM and FCEM would bear all expenses in connection with the performance of their
services under the proposed New Sub-Investment Advisory Agreements.
The proposed New Sub-Investment Advisory Agreements provide that in the absence
of willful misfeasance, bad faith or gross negligence, neither FCM nor FCEM
shall be liable for any act or omission in the course of, or in connection with,
the rendering of their services thereunder.
Each proposed New Sub-Investment Advisory Agreement would remain in effect
pursuant to its terms until April 1, 1998, and thereafter with respect to the
Fund for successive periods if and so long as such continuation is specifically
approved at least annually by (a) the Board of Trustees or (b) the affirmative
vote of the lesser of (1) more than fifty percent (50%) of the outstanding
shares of the Fund or (2) sixty-seven percent (67%) or more of the shares of the
Fund present at the meeting if more than fifty percent (50%) of the outstanding
shares of the Fund are represented at the meeting in person or by proxy (a
"Majority Vote"), provided that in either event the continuation also is
approved by a majority of the Independent Trustees by a vote cast in person at a
meeting called for the purpose of voting on such approval. Each proposed New
Sub-Investment Advisory Agreement would be terminable, without penalty, by the
Board of Trustees, by a Majority Vote of the Fund's shareholders, by MFS or by
FCM, and in the case of the FCEM Agreement, by FCEM, in each case on not more
than sixty nor less than thirty days' written notice, unless terminated by FCM,
with respect to the FCM Agreement, or FCEM, with respect to the FCEM Agreement,
in which case such termination is required to be on not more than ninety days
nor less than sixty days written notice. Each proposed New Sub-Investment
Advisory Agreement would terminate automatically in the event of its assignment
(as defined in the 1940 Act) or in the event of the termination of the Advisory
Agreement between the Trust, on behalf of the Fund, and MFS.
The description of the proposed New Sub-Investment Advisory Agreements is
qualified in its entirety by reference to the forms of FCM Agreement and FCEM
Agreement which are attached as Appendix C and Appendix D, respectively, to this
proxy statement.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
All proxies received by management of the Trust will be voted on all matters
presented at the Special Meeting and at any adjournments thereof, and if not
Limited to the contrary, will be voted FOR Item 1. Approval of Item 1 requires a
Majority Vote of the Fund's shareholders (as defined above).
Broker-dealer firms holding Fund shares in "street name" for the benefit of
their customers and clients will request the instructions of such customers and
clients on how to vote their shares on Item 1 before the Special Meeting. All
proxies voted, including proxies that reflect (i) broker non-votes (if a broker
has voted on any item before the Meeting) or (ii) abstentions, will be counted
toward establishing a quorum. Abstentions and broker non-votes will have the
same effect as a vote AGAINST Item 1.
At some point during the solicitation period, the Fund or its agents may solicit
votes by telephone. While votes taken by telephone are authorized by the Trust's
By-Laws, they may be subject to challenge and thus the Fund has adopted
procedures designed to ensure the validity of such votes. The Fund will require
the telephone solicitor to follow one or more of the following procedures: (i)
recording shareholders instructions; (ii) requiring shareholders to give their
social security numbers or other identifying information such as randomly
assigned Personal Identification Numbers; (iii) confirming votes by immediate
follow-up calls; (iv) confirming votes by written confirmations by mail; and/or
(v) following a script which has been filed with the SEC as additional
soliciting material.
Management of the Trust knows of no other matters to be brought before the
Special Meeting. If, however, any other matters come before the Special Meeting
and any adjournments thereof, it is the management's intention that proxies not
Limited to the contrary will be voted in accordance with the judgment of the
persons named in the enclosed form of proxy.
6
<PAGE>
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a Massachusetts business trust, and as such is not required to hold
annual meetings of shareholders. However, meetings of shareholders may be held
from time to time to consider such matters as the approval of investment
management agreements or changes in certain investment restrictions. Proposals
of shareholders which are intended to be presented at future shareholder's
meetings must be received by the Trust a reasonable time prior to the Trust's
solicitation of proxies relating to such future meeting.
ADDITIONAL INFORMATION
The information contained in this proxy statement relating to FCM and FCEM has
been furnished by FCM and FCEM.
The table contained in Appendix E hereto presents certain information regarding
the ownership of Fund shares by Trustees of the Trust and certain other
individuals.
As discussed above, the Trust engages as its investment adviser MFS, a Delaware
corporation, with offices at 500 Boylston Street, Boston, MA 02116. MFS is a
wholly owned subsidiary of Sun Life Assurance Company of Canada (U.S.), One Sun
Life Executive Park, Wellesley Hills, Massachusetts 02181, which is in turn a
wholly owned subsidiary of Sun Life Assurance Company of Canada, 150 King Street
West, Toronto, Canada M5H1J9. The Trust engages as its distributor MFS Fund
Distributors, Inc. ("MFD"), a Delaware corporation, with offices at 500 Boylston
Street, Boston, MA 02116. MFD is a wholly owned subsidiary of MFS.
To obtain the necessary representation at the Special Meeting, solicitations may
be made by mail, telephone, or interview by Automatic Data Processing ("ADP") or
its agents as well as by officers of the Fund, employees of MFS and securities
dealers by whom shares of the Fund have been sold. It is anticipated that the
total cost of any such solicitations, if made by ADP or its agents, would be
approximately $10,000 plus out-of-pocket expenses, and if made by any other
party, would be nominal. The expense of solicitations as well as the
preparation, printing and mailing of the enclosed form of proxy, and this Proxy
Statement, will be borne by the Fund.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
February 1, 1996 MFS World Growth Fund
7
<PAGE>
APPENDIX A
DIRECTORS AND PRINCIPAL
EXECUTIVE OFFICER OF FCM
<TABLE>
<CAPTION>
NAME POSITION WITH FCM, PRINCIPAL OCCUPATION AND ADDRESS(1)
- --------------------- -------------------------------------------------------------------------------------------------
<S> <C>
M.J. Hart (Chairman) Head of UK Department
J.D.D. Ogilvy Chief Executive (Principal Executive Officer)
A.K. Banerji Chief Investment Officer of FCEM
A.C. Barker Head of U.S. Management
K.R. Barker Head of U.K. Equities
M.J. Boxford Investment Manager -- Venture Capital
F.G.W. Brooke Investment Management -- Charities
A.W. Twiston-Davies Managing Director of FCEM
S.W.E. Dolbear Head of Derivatives Management
R.G. Donkin Director and Joint Company Secretary
R.E. Dowdall Finance Director
W.J. Ducas(2) Managing Director U.S. Institutional Marketing
W.D. Eccles Investment Manager -- Venture Capital
R.S. Edgar Institutional Europe/U.S. Business Development
J.A. Findlay Investment Management -- North America
F.H.G. Hunt Investment Manager -- Fixed Interest
G. Inderst Assistant Chief Investment Officer
S.E.V. James Managing Director -- Marketing U.K. Retail
S.L. Kinnersley Investment Management -- LTCB
J.F. Lubran Managing Director -- Marketing Global Institutional
J.V. Monckton Head of Fixed Interest Department
N.E. Morecroft U.K. Marketing Director
J.J. Nelson Managing Director of Venture Capital Subsidiary
F.A.R. Packard Chairman of FCEM and Institutional Marketing
M.F. Palone(2) Director U.S. Institutional Marketing
N.H. Pitt-Lewis Head of Compliance
R.L. Richards Investment Manager -- Venture Capital
M.J.C. Robertson Charities Sales Director
E. Scott-Forbes Head of European Equities
R. Simpson Client Services Director
C. Thomson Chief Investment Officer
J.J. Tigue Investment Management -- U.K.
G.R. Walker Chief Operating Officer and Group Finance Officer
C.A. Walton Marketing Director
R.T. Watson Investment Management -- U.K. Institutional
S.F. White Investment Management -- Europe
E.J. Wood Investment Management -- U.K.
I.K. Wright Investment Management -- Japan
</TABLE>
- ---------------
(1)The address of each of the individuals listed above is Exchange House,
Primrose Street, London EC2A 2NY, United Kingdom, unless indicated otherwise.
(2)The address of Messrs. Ducas and Palone is Suite 2910, 225 Franklin Street,
Boston, Massachusetts 02110.
A-1
<PAGE>
DIRECTORS AND PRINCIPAL
EXECUTIVE OFFICER OF FCEM
<TABLE>
<CAPTION>
NAME POSITION WITH FCEM, PRINCIPAL OCCUPATION AND ADDRESS(1)
- ---------------------- ---------------------------------------------------------------------------------------------------
<S> <C>
A.W. Twiston Davies Managing Director (Principal Executive Officer)
A.K. Banerji Chief Investment Officer
H.P. Carey S.E. Asia
S. Delman Emerging Europe/Middle East/Africa
M.C. Gabriel Finance Director
E.B. McLaughlin Latin America
F.A.R. Packard Chairman
J.D.D. Ogilvy Chief Executive (Principal Executive Officer) of FCM
M.A.J.A. Wenhammer Fixed Interest
H.R. Williamson Fixed Interest Director
K.J. Clarke Administration Director
</TABLE>
- ---------------
(1)The address of each of the individuals listed above is Exchange House,
Primrose Street, London EC2A 2NY, United Kingdom.
A-2
<PAGE>
APPENDIX B
REGISTERED INVESTMENT COMPANIES FOR WHICH
FCM AND/OR FCEM
CURRENTLY ACT AS INVESTMENT ADVISER
OR SUB-ADVISER
<TABLE>
<CAPTION>
NET ASSETS AT ANNUAL ADVISORY FEE
12/31/95 NET ASSETS AT RATE (AS A PERCENTAGE
MANAGED BY 12/31/95 OF AVERAGE DAILY NET
NAME FCM MANAGED BY FCEM ASSETS MANAGED BY FCM)
- ------------------------------------------------------- ------------- --------------- ----------------------
<S> <C> <C> <C>
MFS/Foreign & Colonial International Growth Fund(1),
which seeks capital appreciation....................... $29,425,265 $11,882,620 0.80%
MFS/Foreign & Colonial International Growth and Income
Fund(1), which seeks capital appreciation and current
income................................................. $10,944,081 $ 1,302,061 0.75%
MFS/Foreign & Colonial International Emerging Markets
Equity Fund(1), which seeks capital appreciation....... $ 0 $16,554,998 1.00%
MFS/Foreign & Colonial International Growth Series(2),
which seeks capital appreciation....................... $ 0 $ 0 0.80%
MFS/Foreign & Colonial International Growth and Income
Series(2), which seeks capital appreciation and current
income................................................. $5,224,831 $ 487,010 0.75%
MFS/Foreign & Colonial Emerging Markets Equity
Series(2), which seeks capital appreciation............ $ 0 $ 0 1.00%
The Foreign & Colonial Emerging Middle East Fund, Inc.,
which seeks long-term capital appreciation............. N/A $36,354,980 N/A
<CAPTION>
ANNUAL ADVISORY FEE
RATE (AS A PERCENTAGE
OF AVERAGE DAILY NET
NAME ASSETS MANAGED BY FCEM)
- ------------------------------------------------------- -----------------------
<S> <C>
MFS/Foreign & Colonial International Growth Fund(1),
which seeks capital appreciation....................... 1.00%
MFS/Foreign & Colonial International Growth and Income
Fund(1), which seeks capital appreciation and current
income................................................. 1.00%
MFS/Foreign & Colonial International Emerging Markets
Equity Fund(1), which seeks capital appreciation....... 1.00%
MFS/Foreign & Colonial International Growth Series(2),
which seeks capital appreciation....................... 1.00%
MFS/Foreign & Colonial International Growth and Income
Series(2), which seeks capital appreciation and current
income................................................. 1.00%
MFS/Foreign & Colonial Emerging Markets Equity
Series(2), which seeks capital appreciation............ 1.00%
The Foreign & Colonial Emerging Middle East Fund, Inc.,
which seeks long-term capital appreciation............. 1.25%(3)
</TABLE>
- ---------------
(1)A series of MFS Series Trust X.
(2)A series of MFS/Sun Life Series Trust.
(3)FCEM receives 1.25% of the value of the Fund's average weekly net assets (as
opposed to average daily net assets).
B-1
<PAGE>
APPENDIX C
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of April, 1996 by and between
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the "Adviser")
and FOREIGN & COLONIAL MANAGEMENT LIMITED, a company incorporated under the laws
of England and Wales (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser provides MFS World Growth Fund (the "Fund"), a series of
MFS Series Trust VIII (the "Trust"), an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), business
services pursuant to the terms and conditions of an investment advisory
agreement dated August 30, 1993 (the "Advisory Agreement") between the Adviser
and the Trust, on behalf of the Fund; and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. DUTIES OF THE SUB-ADVISER. The Sub-Adviser will furnish the Adviser with
information and advice, including advice on the allocation of investments among
emerging market countries or regions, relating to such portion of the Fund's
assets as the Adviser shall from time to time designate (the "Designated
Assets"). Subject to the supervision of the Trustees of the Trust and the
Adviser, the Sub-Adviser will: (a) manage the Designated Assets on behalf of the
Fund in accordance with the Fund's investment objective, policies and
limitations as stated in the Fund's then current Prospectus (the "Prospectus")
and Statement of Additional Information (the "Statement"), and the Trust's
Declaration of Trust dated July 31, 1987, as amended and restated May 6, 1991,
and Amended and Restated By-Laws, each as from time to time in effect
(respectively, the "Declaration" and the "By-Laws") and in compliance with the
1940 Act and the rules, regulations and orders thereunder; (b) make investment
decisions with respect to the Designated Assets; (c) place purchase and sale
orders for portfolio transactions with respect to the Designated Assets; (d)
manage otherwise uninvested cash assets with respect to the Designated Assets;
(e) as the agent of the Fund, give instructions (including trade tickets) to the
custodian and any sub-custodian of the Fund as to deliveries of securities,
transfers of currencies and payments of cash with respect to the Designated
Assets (the Sub-Adviser shall promptly notify the Adviser of such instructions);
(f) employ professional portfolio managers to provide research services to the
Fund; (g) attend periodic meetings of the Board of Trustees of the Trust and (h)
obtain all the registrations, qualifications and consents, on behalf of the
Fund, which are necessary for the Fund to purchase and sell assets in each
jurisdiction (other than the United States) in which the Fund's Designated
Assets are to be invested (the Sub-Adviser shall promptly provide the Adviser
with copies of any such registrations, qualifications and consents). In
providing these services, the Sub-Adviser will furnish continuously an
investment program with respect to the Designated Assets. The Sub-Adviser shall
be responsible for monitoring the Fund's compliance with the Prospectus, the
Statement, the Declaration, the By-Laws and the 1940 Act and the rules,
regulations and orders thereunder and in monitoring such compliance the
Sub-Adviser shall do so in the functional currency of the Fund. The Sub-Adviser
shall only be responsible for compliance with the above-mentioned restrictions
in regards to the Designated Assets. The Adviser agrees to provide the
Sub-Adviser with such assistance as may be reasonably requested by the
Sub-Adviser in connection with its activities under this Agreement, including,
without limitation, information concerning the Fund, its funds available, or to
become available, for investment and generally as to the conditions of the
Fund's affairs. From time to time the Adviser will notify the Sub-
C-1
<PAGE>
Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The
Adviser will have responsibility for exercising proxy, consent and other rights
pertaining to the Designated Assets; PROVIDED, HOWEVER, that the Sub-Adviser
will, as requested, make recommendations to the Adviser as to the manner in
which such proxy, consent and other rights should be exercised.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what Designated Assets shall be purchased or sold and
what portion, if any, of the Fund's Designated Assets shall be held uninvested.
It is understood that the Adviser undertakes to discuss with the Sub-Adviser any
such determinations of investment policy and any such suspension or restrictions
on the right of the Sub-Adviser to determine what Designated Assets shall be
purchased or sold or held uninvested, prior to the implementation thereof.
2. CERTAIN INFORMATION TO THE SUB-ADVISER. Copies of the Prospectus, the
Statement, the Declaration and the By-Laws have been delivered to the
Sub-Adviser. The Adviser agrees to notify the Sub-Adviser of each change in the
investment policies of the Fund and to provide to the Sub-Adviser as promptly as
practicable copies of all amendments and supplements to the Prospectus, the
Statement, the Declaration and the By-Laws. In addition, the Adviser will
promptly provide the Sub-Adviser with any procedures applicable to the
Sub-Adviser adopted from time to time by the Trustees of the Trust and agrees to
provide promptly to the Sub-Adviser copies of all amendments thereto.
3. EXECUTION OF CERTAIN DOCUMENTS. Subject to any other written instructions of
the Adviser and the Trustees of the Trust, the Sub-Adviser is hereby appointed
the Adviser's and the Trust's agent and attorney-in-fact to execute account
documentation, agreements, contracts and other documents as the Sub-Adviser
shall be requested by brokers, dealers, counterparties and other persons in
connection with its management of the Designated Assets.
4. REPORTS. The Sub-Adviser shall furnish to the Trustees of the Trust or the
Adviser, or both, as may be appropriate, quarterly reports of its activities on
behalf of the Fund, as required by applicable law or as otherwise requested from
time to time by the Trustees of the Trust or the Adviser, and such additional
information, reports, evaluations, analyses and opinions as the Trustees of the
Trust or the Adviser, as appropriate, may request from time to time.
5. BROKERAGE. In connection with the selections of brokers, dealers or other
entities and the placing of orders for the purchase and sale of portfolio
investments for the Fund, the Sub-Adviser is directed to seek for the Fund
execution at the most favorable price by responsible brokerage firms at
reasonably competitive commission rates. In fulfilling this requirement, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty, created by this Agreement or otherwise, solely by reason of its having
caused the Fund to pay a broker, dealer or other entity an amount of commission
for effecting a securities transaction in excess of the amount of commission
another broker, dealer or other entity would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such broker, dealer or other entity, viewed in
terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Fund and to other clients of the
Sub-Adviser as to which the Sub-Adviser exercises investment discretion.
6. SERVICES TO OTHER COMPANIES OR ACCOUNTS. On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best interest of the Fund
as well as other clients, the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so
C-2
<PAGE>
purchased or sold, as well as the expenses incurred in the transaction will be
made by the Sub-Adviser in the manner it considers to be the most equitable. The
Sub-Adviser agrees to allocate similarly opportunities to sell or otherwise
dispose of securities among the Fund and other clients of the Sub-Adviser.
7. OTHER SUB-ADVISERS. The Sub-Adviser may from time to time enter into
investment sub-advisory agreements with one or more investment advisers, (an
"Other Sub-Adviser"), to the Fund to perform some or all of the services for
which the Sub-Adviser is responsible pursuant to this Agreement upon such terms
and conditions as the Adviser and the Sub-Adviser may determine; PROVIDED,
HOWEVER, that such investment sub-advisory agreements have been approved by a
majority of the Trustees of the Trust who are not interested persons of the
Trust, or the Sub-Adviser or the Other Sub-Adviser and by vote of a majority of
the outstanding voting securities of the Fund; and, PROVIDED, FURTHER, that the
Sub-Adviser shall own a majority of the voting securities of any Other
Sub-Adviser. The Sub-Adviser may terminate the services of any Other Sub-Adviser
at any time in its sole discretion, and shall at such time assume the
responsibilities of such Other Sub-Adviser unless and until a successor Other
Sub-Adviser is selected. The Sub-Adviser shall be liable for any error of
judgment or mistake of law by any Other Sub-Adviser and for any act or omission
in the execution and management of the Fund by any Other Sub-Adviser.
8. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by the
Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at a rate of
1.00% per annum of the average daily net asset value of the Designated Assets.
If the Sub-Adviser shall serve for less than the whole of any month, the
compensation payable to the Sub-Adviser with respect to the Fund will be
prorated. The Sub-Adviser will pay its expenses incurred in performing its
duties under this Agreement. Neither the Trust nor the Fund shall be liable to
the Sub-Adviser for the compensation of the Sub-Adviser. For the purpose of
determining fees payable to the Sub-Adviser, the value of the Fund's net assets
shall be computed at the times and in the manner specified in the Prospectus
and/or Statement. In the event that the Adviser reduces its management fee
payable under the Advisory Agreement in order to comply with the expense
limitations of a State securities commission or otherwise (but not a voluntary
reduction), the Sub-Adviser agrees to reduce its fee payable under this
Agreement by a pro rata amount.
9. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties and obligations hereunder. The Trust, on behalf of the
Fund, may enforce any obligations of the Sub-Adviser under this Agreement and
may recover directly from the Sub-Adviser for any liability it may have to the
Fund.
10. ACTIVITIES OF THE SUB-ADVISER. The services of the Sub-Adviser to the Fund
are not deemed to be exclusive, the Sub-Adviser being free to render investment
advisory and/or other services to others. It is understood that the Trustees,
officers and shareholders of the Trust, the Fund or the Adviser are or may be or
become interested in the Sub-Adviser or any person controlling, controlled by or
under common control with the Sub-Adviser, as trustees, officers, employees or
otherwise and that trustees, officers and employees of the Sub-Adviser or any
person controlling, controlled by or under common control with the Sub-Adviser
may become similarly interested in the Trust, the Fund or the Adviser and that
the Sub-Adviser may be or become interested in the Fund as a shareholder or
otherwise.
11. COVENANTS OF THE SUB-ADVISER. The Sub-Adviser agrees that it (a) will not
deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees of the
Trust or the Fund's distributor, as principals, agents, brokers or dealers in
making purchases or sales of securities or other property for the account of the
Fund, except as permitted by the 1940 Act and the rules, regulations and orders
thereunder and subject to the prior written approval of the Adviser, (b) will
not take a long or short position in the shares of the Fund except as permitted
by the Declaration and (c) will comply with all other provisions of the
Declaration and the By-Laws and the then-current Prospectus and Statement
relative to the Sub-Adviser and its trustees, officers, employees and
affiliates.
C-3
<PAGE>
12. REPRESENTATIONS, WARRANTIES AND ADDITIONAL AGREEMENTS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the U.S. Investment
Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the United Kingdom by virtue of its membership in the
Investment Management Regulatory Organisation ("IMRO") and is registered
under the laws of any jurisdiction in which the Sub-Adviser is required to
be registered as an investment adviser in order to perform its obligations
under this Agreement, and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable Federal or State
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; (v) will immediately
notify the Adviser in writing of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
and (vi) will immediately notify the Adviser in writing of any change of
control of the Sub-Adviser or any parent of the Sub-Adviser resulting in an
"assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of the Fund, in the
manner and for the periods of time required or permitted by the 1940 Act and
the rules, regulations and orders thereunder and the Advisers Act and the
rules, regulations and orders thereunder, records relating to investment
transactions made by the Sub-Adviser for the Fund as may be reasonably
requested by the Adviser or the Fund from time to time. The Sub-Adviser
agrees that such records are the property of the Fund, and will be
surrendered to the Fund promptly upon request; PROVIDED, HOWEVER, that the
Sub-Adviser may retain copies of such records for archival purposes as
required by IMRO.
(c) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics, promptly provide such
amendment. At least annually the Sub-Adviser will provide the Trust and the
Adviser with a certificate signed by the chief compliance officer (or the
person performing such function) of the Sub-Adviser certifying, to the best
of his or her knowledge, compliance with the code of ethics during the
immediately preceding twelve (12) month period, including any material
violations of or amendments to the code of ethics or the administration
thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form ADV as
most recently filed with the Securities and Exchange Commission (the "SEC")
and will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Adviser and the Trust.
13. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date first above written and shall govern the relations between
the parties hereto thereafter, and shall remain in force until April 1, 1998 and
each year thereafter but only so long as its continuance is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or of the Adviser or of the
Sub-Adviser at a meeting specifically called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Trust, or by "vote of a
majority of the outstanding voting securities" of the Fund. This Agreement may
be terminated at any time without the payment of any penalty by the Trustees of
the Trust, by "vote of a majority of the outstanding voting securities" of the
Fund or by the Adviser, on not more than sixty days nor less than thirty days
written notice, or by the Sub-Adviser on not more than ninety days nor less than
sixty days written notice. This Agreement shall automatically terminate in the
event of its "assignment" or in the event that the Advisory Agreement shall have
terminated for any reason.
C-4
<PAGE>
14. AMENDMENTS TO THIS AGREEMENT. This Agreement may be amended only if such
amendment is approved by "vote of a majority of the outstanding voting
securities" of the Fund, by the Adviser and by the Sub-Adviser.
15. CERTAIN DEFINITIONS. The terms "specifically approved at least annually",
"vote of a majority of the outstanding voting securities", "assignment",
"control", "affiliated persons" and "interested person", when used in this
Agreement, shall have the respective meanings specified, and shall be construed
in a manner consistent with, the 1940 Act and the rules, regulations and orders
thereunder, SUBJECT, HOWEVER, to such exemptions as may be granted by the SEC
under the 1940 Act.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All
representations and warranties made by the Sub-Adviser pursuant to Section 12
hereof shall survive for the duration of this Agreement and the Sub-Adviser
shall immediately notify, but in no event later than five (5) business days, the
Adviser in writing upon becoming aware that any of the foregoing representations
and warranties are no longer true.
17. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Fund, or such other person
as a party shall designate by notice to the other parties. This Agreement
constitutes the entire agreement among the parties hereto and supersedes any
prior agreement among the parties relating to the subject matter hereof. The
section headings of this Agreement are for convenience of reference and do not
constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly
authorized, and their respective seals to be hereto affixed, all as of the day
and year first written above.
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:
--------------------------------------
Jeffrey L. Shames
President
FOREIGN & COLONIAL
MANAGEMENT LIMITED
By:
--------------------------------------
James Oglivy
By:
--------------------------------------
Jonathan Lubran
C-5
<PAGE>
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts. The parties hereto acknowledge that
the obligations of or arising out of this instrument are not binding upon any of
the Trust's trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Trust in accordance
with its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the parties hereto
also agree that the obligations of each series hereunder shall be several and
not joint, in accordance with its proportionate interest hereunder, and the
parties hereto agree not to proceed against any series for the obligations of
another series.
MFS SERIES TRUST VIII, on behalf of
MFS WORLD GROWTH FUND
By:
- ----------------------------------------
A. Keith Brodkin
Chairman
C-6
<PAGE>
APPENDIX D
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of April, 1996, by and between
FOREIGN & COLONIAL MANAGEMENT LIMITED, a company incorporated under the laws of
England and Wales (the "Sub-Adviser"), and FOREIGN & COLONIAL EMERGING MARKETS
LIMITED, a company incorporated under the laws of England and Wales ("FCEM").
WITNESSETH:
WHEREAS, Massachusetts Financial Services Company (the "Adviser") provides MFS
World Growth Fund (the "Fund"), a series of MFS Series Trust VIII (the "Trust"),
an open-end investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), business services pursuant to the terms and
conditions of an investment advisory agreement dated August 30, 1993 (the
"Advisory Agreement") between the Adviser and the Trust, on behalf of the Fund;
WHEREAS, the Sub-Adviser provides services to the Adviser pursuant to the terms
and conditions of a sub-advisory agreement dated the date hereof (the "FCM
Sub-Advisory Agreement") between the Adviser and the Sub-Adviser; and
WHEREAS, FCEM is willing to provide services to the Sub-Adviser on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. DUTIES OF FCEM. FCEM will furnish the Sub-Adviser with information and
advice, including advice on the allocation of investments among emerging market
countries or regions, relating to such portion of the Fund's assets as the
Adviser, Sub-Adviser and FCEM shall from time to time mutually designate (the
"Designated Assets"). Subject to the supervision of the Trustees of the Trust,
the Adviser and the Sub-Adviser, FCEM will: (a) manage the Designated Assets on
behalf of the Fund in accordance with the Fund's investment objective, policies
and limitations as stated in the Fund's then current Prospectus (the
"Prospectus") and Statement of Additional Information (the "Statement"), and the
Trust's Declaration of Trust dated July 31, 1987, as amended and restated May 6,
1991, and Amended and Restated By-Laws, each as from time to time in effect
(respectively, the "Declaration" and the "By-Laws") and in compliance with the
1940 Act and the rules, regulations and orders thereunder; (b) make investment
decisions with respect to the Designated Assets; (c) place purchase and sale
orders for portfolio transactions with respect to the Designated Assets; (d)
manage otherwise uninvested cash assets with respect to the Designated Assets;
(e) as the agent of the Fund, give instructions (including trade tickets) to the
custodian and any sub-custodian of the Fund as to deliveries of securities,
transfers of currencies and payments of cash with respect to the Designated
Assets (FCEM shall promptly notify the Adviser and the Sub-Adviser of such
instructions); (f) employ professional portfolio managers to provide research
services to the Fund; (g) attend periodic meetings of the Board of Trustees of
the Trust and (h) obtain all the registrations, qualifications and consents, on
behalf of the Fund, which are necessary for the Fund to purchase and sell assets
in each jurisdiction (other than the United States) in which the Designated
Assets are to be invested (FCEM shall promptly provide the Adviser and the
Sub-Adviser with copies of any such registrations, qualifications and consents).
In providing these services, FCEM will furnish continuously an investment
program with respect to the Designated Assets. FCEM shall be responsible for
monitoring the Fund's compliance with the Prospectus, the Statement, the
Declaration, the By-Laws and the 1940 Act and the rules, regulations and orders
thereunder and in monitoring such compliance FCEM shall do so in the functional
currency of the Fund. FCEM shall only be responsible for compliance with the
above-mentioned restrictions in regards to the Designated Assets.
D-1
<PAGE>
The Sub-Adviser agrees to provide FCEM with such assistance as may be reasonably
requested by FCEM in connection with its activities under this Agreement,
including, without limitation, information concerning the Fund, its funds
available, or to become available, for investment and generally as to the
conditions of the Fund's affairs.
Should the Trustees of the Trust or the Adviser and the Sub-Adviser at any time
make any determination as to investment policy and notify FCEM thereof in
writing, FCEM shall be bound by such determination for the period, if any,
specified in such notice or until notified that such determination has been
revoked. Further, the Adviser and the Sub-Adviser or the Trustees of the Trust
may at any time, upon written notice to FCEM, suspend or restrict the right of
FCEM to determine what assets of the Fund shall be purchased or sold and what
portion, if any, of the Fund's assets shall be held uninvested. It is understood
that the Adviser and the Sub-Adviser undertake to discuss with FCEM any such
determinations of investment policy and any such suspensions or restrictions on
the right of FCEM to determine what assets of the Fund shall be purchased or
sold or held uninvested, prior to the implementation thereof.
2. EXECUTION OF CERTAIN DOCUMENTS. Subject to any other written instructions of
the Adviser, the Sub-Adviser and the Trustees of the Trust, FCEM is hereby
appointed the Sub-Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as FCEM
shall be requested by brokers, dealers, counterparties and other persons in
connection with its management of the Designated Assets.
3. BROKERAGE. In connection with the selections of brokers, dealers or other
entities and the placing of orders for the purchase and sale of portfolio
investments for the Fund with respect to the Designated Assets, FCEM is directed
to seek for the Fund execution at the most favorable price by responsible
brokerage firms at reasonably competitive commission rates. In fulfilling this
requirement, FCEM shall not be deemed to have acted unlawfully or to have
breached any duty, created by this Agreement or otherwise, solely by reason of
its having caused the Fund to pay a broker, dealer or other entity an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker, dealer or other entity would have charged for
effecting that transaction, if FCEM determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such broker, dealer or other entity, viewed in
terms of either that particular transaction or FCEM's overall responsibilities
with respect to the Fund and to other clients of FCEM as to which FCEM exercises
investment discretion.
4. REPORTS. FCEM shall furnish to the Trustees of the Trust, the Adviser or the
Sub-Adviser, or all of them, as may be appropriate, quarterly reports of its
activities on behalf of the Fund, as required by applicable law or as otherwise
requested from time to time by the Trustees of the Trust, the Adviser or the
Sub-Adviser, and such additional information, reports, evaluations, analyses and
opinions as the Trustees of the Trust, the Adviser or the Sub-Adviser, as
appropriate, may request from time to time.
5. SERVICES TO OTHER COMPANIES OR ACCOUNTS. On occasions when FCEM deems the
purchase or sale of a security to be in the best interest of the Fund as well as
other clients, FCEM, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to be so
purchased or sold in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction will
be made by FCEM in the manner it considers to be the most equitable. FCEM agrees
to allocate similarly opportunities to sell or otherwise dispose of securities
among the Fund and other clients of FCEM.
6. COMPENSATION OF FCEM. For the services to be rendered by FCEM under this
Agreement, the Sub-Adviser shall pay to FCEM compensation, computed and paid
monthly in arrears, at a rate of 1.00% per annum of the average daily net asset
value of the Designated Assets. If FCEM shall serve for less than the whole of
any month, the compensation payable to FCEM with respect to the Fund will be
prorated. FCEM will pay its expenses incurred in performing its duties under
this Agreement. Neither the Trust, the Adviser nor the Fund shall be liable to
FCEM for the compensation of FCEM. For the purpose of determining fees payable
to
D-2
<PAGE>
FCEM, the value of the Fund's net assets shall be computed at the times and in
the manner specified in the Prospectus and/or Statement. In the event that the
Sub-Adviser reduces its management fee payable under the FCM Sub-Advisory
Agreement in order to comply with the expense limitations of a State securities
commission or otherwise (but not a voluntary reduction), FCEM agrees to reduce
its fee payable under this Agreement by a pro rata amount.
7. LIMITATION OF LIABILITY OF FCEM. FCEM shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in the execution and management of the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties and obligations hereunder. The Trust, on behalf of the Fund, may enforce
any obligations of FCEM under this Agreement and may recover directly from FCEM
for any liability it may have to the Fund.
8. ACTIVITIES OF FCEM. The services of FCEM to the Fund are not deemed to be
exclusive, FCEM being free to render investment advisory and/or other services
to others. It is understood that the Trustees, officers and shareholders of the
Trust, the Fund, the Adviser or the Sub-Adviser are or may become interested in
FCEM or any person controlling, controlled by or under common control with FCEM,
as trustees, officers, employees or otherwise and that trustees, officers and
employees of FCEM or any person controlling, controlled by or under common
control with FCEM may become similarly interested in the Trust, the Fund, the
Adviser or the Sub-Adviser and that FCEM may be or become interested in the Fund
as a shareholder or otherwise.
9. COVENANTS OF FCEM. FCEM agrees that it (a) will not deal with itself,
"affiliated persons" of FCEM, the Sub-Adviser, the Trustees of the Trust or the
Fund's distributor, as principals, agents, brokers or dealers in making
purchases or sales of securities or other property for the account of the Fund,
except as permitted by the 1940 Act and the rules, regulations and orders
thereunder and subject to the prior written approval of the Adviser, (b) will
not take a long or short position in the shares of the Fund except as permitted
by the Declaration and (c) will comply with all other provisions of the
Declaration and the By-Laws and the then-current Prospectus and Statement
relative to FCEM and its trustees, officers, employees and affiliates.
10. REPRESENTATIONS, WARRANTIES AND ADDITIONAL AGREEMENTS OF FCEM. FCEM
represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the U.S. Investment
Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the United Kingdom by virtue of its membership in the
Investment Management Regulatory Organisation ("IMRO") and is registered
under the laws of any jurisdiction in which FCEM is required to be
registered as an investment adviser in order to perform its obligations
under this Agreement, and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable Federal or State
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; (v) will immediately
notify the Adviser and the Sub-Adviser in writing of the occurrence of any
event that would disqualify FCEM from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
and (vi) will immediately notify the Adviser and the Sub-Adviser in writing
of any change of control of FCEM or any parent of FCEM resulting in an
"assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of the Fund, in the
manner and for the periods of time required or permitted by the 1940 Act and
the rules, regulations and orders thereunder and the Advisers Act and the
rules, regulations and orders thereunder, records relating to investment
transactions made by FCEM for the Fund as may be reasonably requested by the
Adviser or the Fund from time to time. FCEM agrees that such records are the
property of the Fund, and will be surrendered to the Fund promptly upon
request; PROVIDED, HOWEVER, that FCEM may retain copies of such records for
archival purposes as required by IMRO.
D-3
<PAGE>
(c) It has adopted a written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and, if it has not already done so, will
provide the Adviser, the Sub-Adviser and the Trust with a copy of such code
of ethics, and upon any amendment to such code of ethics, promptly provide
such amendment. At least annually FCEM will provide the Trust, the
Sub-Adviser and the Adviser with a certificate signed by the chief
compliance officer (or the person performing such function) of FCEM
certifying, to the best of his or her knowledge, compliance with the code of
ethics during the immediately preceding twelve (12) month period, including
any material violations of or amendments to the code of ethics or the
administration thereof.
(d) It has provided the Adviser, the Sub-Adviser and the Trust with a copy of
its Form ADV as most recently filed with the Securities and Exchange
Commission (the "SEC") and will, promptly after filing any amendment to its
Form ADV with the SEC, furnish a copy of such amendment to the Adviser, the
Sub-Adviser and the Trust.
11. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date first above written and shall govern the relations between
the parties hereto thereafter, and shall remain in force until April 1, 1998 and
each year thereafter but only so long as its continuance is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust, the Adviser, the
Sub-Adviser or FCEM at a meeting specifically called for the purpose of voting
on such approval, and (b) by the Board of Trustees of the Trust, or by "vote of
a majority of the outstanding voting securities" of the Fund. This Agreement may
be terminated at any time without the payment of any penalty by the Trustees of
the Trust, by "vote of a majority of the outstanding voting securities" of the
Fund or by the Adviser or the Sub-Adviser, on not more than sixty days nor less
than thirty days written notice, or by FCEM on not more than ninety days nor
less than sixty days written notice. This Agreement shall automatically
terminate in the event of its "assignment" or in the event that the FCM Sub-
Advisory Agreement or the Advisory Agreement shall have terminated for any
reason.
12. AMENDMENTS TO THIS AGREEMENT. This Agreement may be amended only if such
amendment is approved by "vote of a majority of the outstanding voting
securities" of the Fund, by the Adviser, by the Sub-Adviser and by FCEM.
13. CERTAIN DEFINITIONS. The terms "specifically approved at least annually",
"vote of a majority of the outstanding voting securities", "assignment",
"control", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified, and shall be construed
in a manner consistent with, the 1940 Act and the rules, regulations and orders
thereunder, SUBJECT, HOWEVER, to such exemptions as may be granted by the SEC
under the 1940 Act.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All
representations and warranties made by FCEM pursuant to Section 9 hereof shall
survive for the duration of this Agreement and FCEM shall immediately notify,
but in no event later than five (5) business days, the Adviser and the
Sub-Adviser in writing upon becoming aware that any of the foregoing
representations and warranties are no longer true.
15. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, by the Adviser's General Counsel in the case of
the Adviser, by FCEM's Secretary in the case of FCEM and by the Trust's
Secretary in the case of the Fund, or such other person as a party shall
designate by notice to the other parties. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior agreement among the
parties relating to the subject matter hereof. The section headings of this
Agreement are for convenience of reference and do not constitute a part hereof.
D-4
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly
authorized, and their respective seals to be hereto affixed, all as of the day
and year first written above.
FOREIGN & COLONIAL
MANAGEMENT LIMITED
By:
--------------------------------------
James Ogilvy
By:
--------------------------------------
Jonathan Lubran
FOREIGN & COLONIAL
EMERGING MARKETS
LIMITED
By:
--------------------------------------
Audley Twiston Davies
By:
--------------------------------------
Karen Clarke
D-5
<PAGE>
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts. The parties hereto acknowledge that
the obligations of or arising out of this instrument are not binding upon any of
the Trust's trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Trust in accordance
with its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the parties hereto
also agree that the obligations of each series hereunder shall be several and
not joint, in accordance with its proportionate interest hereunder, and the
parties hereto agree not to proceed against any series for the obligations of
another series.
MFS SERIES TRUST VIII, on behalf of
MFS WORLD GROWTH FUND
By:
- ----------------------------------------
A. Keith Brodkin
Chairman
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By:
- ----------------------------------------
Jeffrey L. Shames
President
D-6
<PAGE>
APPENDIX E
TRUSTEE OWNERSHIP OF FUND SHARES
The following table presents certain information regarding the ownership of Fund
shares by Trustees of the Trust. An asterisk beside a Trustee's name indicates
that he is an "interested person," as defined in the 1940 Act, of the Trust's
investment adviser and that he has been affiliated with the investment adviser
for more than five years.
<TABLE>
<CAPTION>
CLASS A
SHARES OF FUND
OWNED PERCENT OF
BENEFICIALLY SHARES
NAME OF TRUSTEE AS OF 1/18/96(1) OUTSTANDING(2)
- -------------------------------------------------------------------------------- ----------------- --------------------
<S> <C> <C>
A. Keith Brodkin*, Chairman and President....................................... 316,767.63(3) 2.30%
Richard B. Bailey*.............................................................. 0 0.00%
Marshall N. Cohan............................................................... 0 0.00%
Lawrence H. Cohn, M.D........................................................... 1,252.9520 0.01%
The Hon. Sir J. David Gibbons................................................... 0 0.00%
Abby M. O'Neill................................................................. 0 0.00%
Walter E. Robb, III............................................................. 1,109.3050 0.01%
Arnold D. Scott*................................................................ 316,767.63(3) 2.30%
Jeffrey L. Shames*.............................................................. 364,483.796(3) 2.65%
J. Dale Sherratt................................................................ 743.8000 0.00%
Ward Smith...................................................................... 0 0.00%
</TABLE>
- ---------------
(1)Numbers are approximate and include, where applicable, shares owned by a
Trustee's spouse or minor children or shares which were otherwise reported by
the Trustee as "beneficially owned" in light of pertinent SEC rules.
(2)Percentage of shares outstanding on January 18, 1996. All shares are held
with sole voting and investment power, except to the extent that such powers may
be by a family member or a trustee of a family trust.
(3)This number includes 361,767.63 shares owned by employee benefit plans of the
Fund's investment adviser, MFS, of which Messrs. Brodkin, Scott and Shames serve
as Trustees. Messrs. Brodkin, Scott and Shames disclaim beneficial ownership of
such shares except for 639.1725 shares owned by Mr. Scott, 2,716.1660 shares
owned by Mr. Shames and 2,329.5468 shares owned by Mr. Brodkin which are owned
benefically by them.
OTHER OWNERSHIP OF FUND SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc., P.O. Box 45286, Jacksonville,
Florida, was the record owner of 1,047,291.218 Class A shares, 2,827,032.975
Class B shares and 312,235.000 Class C shares, equivalent to 12.08%, 18.89% and
36.00% of each such class, respectively.
E-1
<PAGE>
P
R
O
X
Y
By signing and dating the lower portion of this card, you authorize the proxies
to vote each proposal as marked, or, if not marked to vote, "FOR" each proposal
and to use their discretion to vote any other matter as may come before the
Special Meeting. If you do not intend personally to attend the Special Meeting,
please complete, detach and mail the lower portion of this card at once in the
enclosed envelope.
MFS WORLD GROWTH FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints James R. Bordewick, Jr., A. Keith Brodkin,
Stephen E. Cavan and W. Thomas London, and each of them, proxies with several
powers of substitution, to vote for the undersigned at a Special Meeting of
Shareholders of MFS World Growth Fund, to be held at 500 Boylston Street,
Boston, Massachusetts, on March 18, 1996, notice of which meeting and the proxy
statement accompanying the same have been received by the undersigned, or at any
adjournment thereof, upon the following matters as described in the notice of
Special Meeting and accompanying proxy statement, according to the number of
votes and as fully as the undersigned would be entitled to vote if personally
present, hereby revoking any prior proxy or proxies. If more than one of the
above-named proxies shall be present in person or by substitute, a majority of
the proxies so present and voting shall have and may exercise all the powers
hereby granted. Please sign and return as soon as possible but in any event by
March 18, 1996.
To vote mark an X in blue or black ink on the proxy card below. Keep this
portion for your records.
<PAGE>
(DETACH HERE AND RETURN THIS PORTION ONLY)
MFS WORLD GROWTH FUND
SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
FOR ITEM 1 UNLESS AUTHORITY TO DO SO IS SPECIFICALLY WITHHELD IN THE MANNER
PROVIDED, AND WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT
MAY COME BEFORE THE SPECIAL MEETING.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ITEM 1
<TABLE>
<C> <C> <S>
VOTE ON PROPOSAL 1 To approve two new Sub-Investment Advisory Agreements, one between Massachusetts
FOR / / Financial Services Company ("MFS") and Foreign & Colonial Management Limited
AGAINST / / ("FCM"), and the other between FCM and its subsidiary, Foreign & Colonial Emerging
ABSTAIN / / Markets Limited, containing substantially the same terms and conditions as the
current Sub-Investment Advisory Agreement between MFS and Batterymarch Financial
Management, Inc., to become effective on or about April 1, 1996.
</TABLE>
________________________________________
SIGNATURE
__________________________________________
SIGNATURE (JOINT OWNERS) DATE
Please sign name or names exactly as printed above to authorize the voting of
your shares as indicated above. Where shares are registered with joint owners,
all joint owners should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate. Corporate proxies should be signed by an
authorized officer.
