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MFS(R) WORLD GROWTH FUND
a series of MFS Series Trust VIII
Supplement to the March 1, 1996 Prospectus and
Statement of Additional Information
As disclosed in its Prospectus under the caption "Management of the
Fund," the MFS World Growth Fund has retained Massachusetts Financial Services
Company ("MFS") as its investment adviser and MFS has, in turn, retained
Batterymarch Financial Management, Inc. ("Batterymarch") and Oechsle Investment
Advisors, L.P. ("Oechsle") as sub-advisers to the Fund. Under this arrangement,
the Fund pays an investment advisory fee to MFS and MFS (not the Fund) pays
sub-advisory fees to Batterymarch and Oechsle.
On March 18, 1996, shareholders of the Fund approved the replacement of
Batterymarch as a sub-adviser to the Fund with Foreign & Colonial Management
Limited ("FCM") and its subsidiary, Foreign & Colonial Emerging Markets Limited
("FCEM"). This change will not affect the amount of the investment management
fee the Fund pays to MFS. FCM amd FCEM will be compensated for their services by
MFS on the same basis as Batterymarch has been compensated for its services by
MFS. FCM and FCEM will assume from Batterymarch responsibility for providing
portfolio management services for the assets of the Fund invested in emerging
markets on or about April 1, 1996. At that time, 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.
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 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 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 Investmentos 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.
MFS and FCEM 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 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 securities 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 securities as far
as the Fund is concerned, in other cases it may produce increased investment
opportunities for the Fund.
The Date of this Supplement is March 20, 1996.
