MFS Series Trust Viii N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMN-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number811-05262

MFS SERIES TRUST VIII

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617)954-5000

Date of fiscal year end: October 31

Date of reporting period: October 31, 2019

ITEM 1. REPORTS TO STOCKHOLDERS.

Annual Report

October 31, 2019

     MFS® Global Growth Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

WGF-ANN

MFS® Global Growth Fund

CONTENTS

Letter from the Executive Chair	1
Portfolio composition	2
Management review	4
Performance summary	7
Expense table	10
Portfolio of investments	12
Statement of assets and liabilities	17
Statement of operations	19
Statements of changes in net assets	20
Financial highlights	21
Notes to financial statements	27
Report of independent registered public accounting firm	38
Trustees and officers	40
Board review of investment advisory agreement	45
Proxy voting policies and information	49
Quarterly portfolio disclosure	49
Further information	49
Information about fund contracts and legal claims	49
Federal tax information	49
MFS® privacy notice	50
Contact information    back cover

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED• MAY LOSE VALUE• NO BANK GUARANTEE

LETTER FROM THE EXECUTIVE CHAIR

Dear Shareholders:

Slowing global growth, low inflation, and trade friction between the United States and China have been hallmarks of the past 12 months. After experiencing an uptick in

market volatility in late 2018, markets steadied during 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have repeatedly raised tariffs on each other, though preliminary steps toward an interim trade agreement have been undertaken, modestly easing tensions in recent months. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. Uncertainty over Brexit, along with the ripple effects from the trade conflict, have hampered business

confidence and investment in the U.K. and Europe, though investors hope that greater clarity regarding the Brexit outcome will emerge after a British parliamentary election in December.

Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates three times between July and October. Similarly, the European Central Bank loosened policy in September. While the monetary policy environment remains quite accommodative, tentative signs of easing trade tensions and receding global recession fears have helped push global interest rates modestly higher from therecord-low levels posted late in the summer as investors grew less risk averse.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to responsible allocation of capital allow us to wade through the noise to uncover what we believe are the best, most durable investment opportunities in the market. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management and long-term discipline with the purpose of creating sustainable value for investors.

Respectfully,

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2019

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

1

PORTFOLIO COMPOSITION

Portfolio structure

Top ten holdings
Alphabet, Inc., “A”	3.7%
Microsoft Corp.	3.3%
Accenture PLC, “A”	2.2%
Nestle S.A.	2.1%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR	1.9%
Visa, Inc., “A”	1.9%
Marriott International, Inc., “A”	1.8%
Aon PLC	1.8%
Nordson Corp.	1.7%
Thermo Fisher Scientific, Inc.	1.7%
GICS equity sectors (g)
Information Technology	22.0%
Consumer Discretionary	14.4%
Consumer Staples	12.7%
Health Care	12.3%
Industrials	11.8%
Financials	9.4%
Communication Services	9.1%
Materials	6.9%

Issuer country weightings (x)
United States	62.0%
Switzerland	6.1%
United Kingdom	5.5%
France	4.3%
Japan	3.8%
Germany	3.7%
China	3.6%
South Korea	2.4%
India	2.0%
Other Countries	6.6%
Currency exposure weightings (y)
United States Dollar	62.8%
Euro	8.9%
British Pound Sterling	6.5%
Swiss Franc	6.1%
Japanese Yen	3.8%
Chinese Renminbi	3.6%
South Korean Won	2.4%
Indian Rupee	2.0%
Taiwan Dollar	1.9%
Other Currencies	2.0%

(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.

(x) Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.

2

Portfolio Composition – continued

(y) Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of October 31, 2019.

The portfolio is actively managed and current holdings may be different.

3

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2019, Class A shares of the MFS Global Growth Fund (fund) provided a total return of 20.28%, at net asset value. This compares with a return of 17.02% for the fund’s benchmark, the MSCI All Country World Growth Index (net div).

Market Environment

Fading fears of a near-term global recession, hopes for a partial trade deal between the United States and China and dramatically lower odds of ano-deal Brexit helped bolster market sentiment late in the period, after providing headwinds for many months prior. Changes in market sentiment, largely driven by uncertainty over the outcome of trade negotiations between the United States and China, contributed to periodic bouts of volatility during the reporting period. The global economy decelerated, led by weakness in China and Europe, although the pace of the slowdown moderated.

The deteriorating global growth backdrop, along with declining inflationary pressures, prompted the US Federal Reserve to adopt a more dovish posture beginning in early 2019, resulting in the first interest rate cut in over a decade at the end of July, followed by additional cuts in September and October. The Fed’s actions led to a sharp decline in long-term interest rates during the period’s second half, inverting portions of the US Treasury yield curve for a time. The Fed indicated in October that further rate cuts are unlikely unless the outlook for the economy materially worsens.

Globally, central banks have tilted more dovish as well, with the European Central Bank unveiling a package of easing measures, which included cutting overnight rates deeper into negative territory, restarting its bond-buying program and lengthening the term of cheap loans to banks to three years from two. The central banks of India and Australia are among those that have cut rates several times in recent months, although China has been more cautious in increasing liquidity as it continues to attempt to deleverage its economy, cutting rates only marginally.

Emerging markets experienced considerable volatility through the end of 2018, as tighter global financial conditions exposed structural weakness in some countries. Those conditions improved in 2019, as the Fed became more dovish, but significant trade friction between the US and China weighed on sentiment for much of the year, although hopes for a partial trade deal improved sentiment late in the period. Idiosyncratic factors negatively impacted some emerging economies, such as Argentina and Turkey.

From a geopolitical perspective, Brexit uncertainty has receded. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. A UK general election, scheduled for December 12, may bring some clarity to the situation. Hopes for a limited trade agreement between the US and China, as well as fading global recession fears, were supportive factors for risk assets at period end.

4

Management Review – continued

Contributors to Performance

Security selection in theconsumer discretionary,health care andmaterials sectors contributed to performance relative to the MSCI All Country World Growth Index. Within theconsumer discretionary sector, the fund’s overweight positions in coffee and tea company Starbucks and luxury goods company LVMH Moet Hennessy Louis Vuitton (France) lifted relative results. The share price of Starbucks appreciated over the reporting period as robust growth in global same-store sales and an improved corporate tax rate appeared to have lifted investor sentiment. Although stock selection in thehealth care sector supported relative performance, there were no individual stocks within this sector that were among the fund’s top relative contributors during the reporting period. Within thematerials sector, overweight positions in paint and coatings manufacturers Kansai Paint (Japan) and Sherwin-Williams benefited relative returns. Kansai Paint’s stock price rose as the company’s financial results rebounded from an earlier period, in which higher raw material costs had weighed on results, as decorative paint sales exceeded expectations, notably in Asia.

Elsewhere, the fund’s holdings of global alternative asset manager Blackstone Group ^(b), and overweight positions in credit rating agency Moody’s, internet search engine and mobile messaging platform NAVER (South Korea) and credit risk services provider Experian (United Kingdom), aided relative results. The stock price of Blackstone Group rose over the reporting period on the back of better-than-expected earnings results, which were driven by strong realized investment and fee income. Additionally, the timing of the fund’s overweight positions in Chinese spirits producer Kweichow Moutai and semiconductor manufacturer Taiwan Semiconductor (Taiwan) also helped relative returns.

Detractors from Performance.

Stock selection in thecommunication services sector detracted from relative results over the reporting period. Notably, the fund’s overweight position in poor-performing internet search provider Baidu (China) hindered relative returns as a challenging macro and operating environment weighed on the company’s earnings. Weak demand for the company’s online video platform IQiyi, combined with slower-than-expected advertisement revenue growth from the Baidu search and news feed, contributed to the weakness in corporate results.

Not holding a position in the strong-performingreal estate sector also held back relative performance. Within this sector, there were no individual stocks, either in the fund or in the benchmark, that were among the fund’s top relative detractors during the reporting period.

Stocks in other sectors that held back relative returns included overweight positions in electronic brokerage firm TD Ameritrade, custom IT consulting and technology services provider Cognizant Technology Solutions, drug store operator Sundrug (Japan), household products manufacturer Reckitt Benckiser Group (United Kingdom), industrial growth company Fortive and animal health services firm Elanco Animal Health. The share price of TD Ameritrade declined over the reporting period on the back ofweaker-than-expected trading revenues, interest rate deductions that weighed on income from interest-earning assets and from the news that the company would follow

5

Management Review – continued

in its competitor Charles Schwab’s footsteps and lower its trading commissions to zero. Holding shares of life sciences company Bayer ^(b) (Germany), and not holding shares of home improvement retailer Home Depot, further weighed on relative results.

The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.

Respectfully,

Portfolio Manager(s)

David Antonelli, Jeffrey Constantino, and Joseph Skorski

(b) Security is not a benchmark constituent.

Note to Shareholders: Effective April 15, 2021, David Antonelli will no longer be a Portfolio Manager of the Fund.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

6

PERFORMANCE SUMMARYTHROUGH 10/31/19

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

7

Performance Summary – continued

Total Returns through 10/31/19

Average annual without sales charge

	Share Class	Class Inception Date	1-yr	5-yr	10-yr	Life (t)
	A	11/18/93	20.28%	10.60%	10.54%	N/A
	B	11/18/93	19.36%	9.77%	9.71%	N/A
	C	1/03/94	19.37%	9.77%	9.71%	N/A
	I	1/02/97	20.58%	10.87%	10.81%	N/A
	R1	4/01/05	19.38%	9.77%	9.71%	N/A
	R2	10/31/03	19.95%	10.31%	10.26%	N/A
	R3	4/01/05	20.28%	10.59%	10.53%	N/A
	R4	4/01/05	20.55%	10.86%	10.81%	N/A
	R6	3/01/13	20.64%	10.95%	N/A	10.90%
Comparative benchmark(s)
	MSCI All Country World Growth Index (net div) (f)		17.02%	9.37%	10.43%	N/A
Average annual with sales charge
	A With Initial Sales Charge (5.75%)		13.36%	9.30%	9.89%	N/A
	B With CDSC (Declining over six years from 4% to 0%) (v)		15.36%	9.49%	9.71%	N/A
	C With CDSC (1% for 12 months) (v)		18.37%	9.77%	9.71%	N/A

CDSC – Contingent Deferred Sales Charge.

Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)

(v) Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

MSCI All Country World Growth Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets. Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class

8

Performance Summary – continued

has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund’s share classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

9

EXPENSE TABLE

Fund expenses borne by the shareholders during the period,

May 1, 2019 through October 31, 2019

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service(12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2019 through October 31, 2019.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10

Expense Table – continued

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/19		Ending Account Value 10/31/19		Expenses Paid During Period (p) 5/01/19-10/31/19
A	Actual		1.27%		$1,000.00		$1,050.58		$6.56
	Hypothetical (h)		1.27%		$1,000.00		$1,018.80		$6.46
B	Actual		2.03%		$1,000.00		$1,046.38		$10.47
	Hypothetical (h)		2.03%		$1,000.00		$1,014.97		$10.31
C	Actual		2.03%		$1,000.00		$1,046.46		$10.47
	Hypothetical (h)		2.03%		$1,000.00		$1,014.97		$10.31
I	Actual		1.03%		$1,000.00		$1,051.74		$5.33
	Hypothetical (h)		1.03%		$1,000.00		$1,020.01		$5.24
R1	Actual		2.05%		$1,000.00		$1,046.57		$10.57
	Hypothetical (h)		2.05%		$1,000.00		$1,014.87		$10.41
R2	Actual		1.53%		$1,000.00		$1,049.09		$7.90
	Hypothetical (h)		1.53%		$1,000.00		$1,017.49		$7.78
R3	Actual		1.29%		$1,000.00		$1,050.37		$6.67
	Hypothetical (h)		1.29%		$1,000.00		$1,018.70		$6.56
R4	Actual		1.03%		$1,000.00		$1,051.62		$5.33
	Hypothetical (h)		1.03%		$1,000.00		$1,020.01		$5.24
R6	Actual		0.95%		$1,000.00		$1,051.97		$4.91
	Hypothetical (h)		0.95%		$1,000.00		$1,020.42		$4.84

(h) 5% class return per year before expenses.

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect theone-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios, the actual expenses paid during the period, and the hypothetical expenses paid during the period would have been approximately 1.21%, $6.25, and $6.16 for Class A, 1.97%, $10.16, and $10.01 for Class B, 1.97%, $10.16, and $10.01 for Class C, 0.97%, $5.02, and $4.94 for Class I, 1.97%, $10.16, and $10.01 for Class R1, 1.47%, $7.59, and $7.48 for Class R2, 1.22%, $6.31, and $6.21 for Class R3, 0.97%, $5.02, and $4.94 for Class R4, and 0.89%, $4.60, and $4.53 for Class R6, respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

Each class with a Rule12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares, this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

11

PORTFOLIO OF INVESTMENTS

10/31/19

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Common Stocks - 98.6%
Issuer	Shares/Par			Value ($)
Aerospace - 1.0%
United Technologies Corp.		36,578	��	$	5,251,869
Airlines - 0.8%
Aena S.A.		23,294		$	4,273,677
Alcoholic Beverages - 3.7%
Ambev S.A., ADR		964,114		$	4,155,332
Diageo PLC		103,194			4,230,061
Kweichow Moutai Co. Ltd.		31,019			5,202,651
Pernod Ricard S.A.		31,556			5,824,674
				$	19,412,718
Apparel Manufacturers - 6.0%
Adidas AG		21,371		$	6,598,741
Burberry Group PLC		99,329			2,629,929
Compagnie Financiere Richemont S.A.		51,880			4,080,981
LVMH Moet Hennessy Louis Vuitton SE		18,950			8,084,113
NIKE, Inc., “B”		70,640			6,325,812
VF Corp.		44,320			3,647,093
				$	31,366,669
Broadcasting - 0.3%
Walt Disney Co.		12,877		$	1,672,980
Brokerage & Asset Managers - 2.8%
Blackstone Group, Inc.		115,673		$	6,149,177
Charles Schwab Corp.		66,806			2,719,672
TD Ameritrade Holding Corp.		142,581			5,472,259
				$	14,341,108
Business Services - 10.0%
Accenture PLC, “A”		60,346		$	11,189,355
Brenntag AG		48,342			2,426,212
Cognizant Technology Solutions Corp., “A”		112,045			6,828,022
Compass Group PLC		121,067			3,224,304
Equifax, Inc.		25,314			3,460,677
Experian PLC		108,325			3,406,940
Fidelity National Information Services, Inc.		64,796			8,537,521
Fiserv, Inc. (a)		62,976			6,684,273
Intertek Group PLC		33,597			2,329,184

12

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Business Services - continued
Verisk Analytics, Inc., “A”		28,574	$	4,134,658
			$	52,221,146
Cable TV - 1.6%
Comcast Corp., “A”		189,006	$	8,471,249
Chemicals - 1.4%
PPG Industries, Inc.		57,550	$	7,200,656
Computer Software - 3.3%
Microsoft Corp.		120,375	$	17,258,164
Computer Software - Systems - 1.5%
Apple, Inc.		32,406	$	8,061,316
Construction - 1.4%
Sherwin-Williams Co.		12,411	$	7,103,063
Consumer Products - 4.6%
Colgate-Palmolive Co.		67,203	$	4,610,126
Estee Lauder Cos., Inc., “A”		18,941		3,528,140
Kose Corp.		21,800		3,885,134
L’Oréal S.A.		12,507		3,651,863
Reckitt Benckiser Group PLC		107,867		8,333,230
			$	24,008,493
Electrical Equipment - 4.4%
Amphenol Corp., “A”		66,494	$	6,671,343
Fortive Corp.		102,971		7,104,999
Mettler-Toledo International, Inc. (a)		5,598		3,946,254
TE Connectivity Ltd.		56,122		5,022,919
			$	22,745,515
Electronics - 5.6%
Analog Devices, Inc.		55,118	$	5,877,232
Samsung Electronics Co. Ltd.		140,411		6,068,718
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		194,515		10,042,810
Texas Instruments, Inc.		58,788		6,936,396
			$	28,925,156
Food & Beverages - 3.9%
Chr. Hansen Holding A.S.		8,228	$	631,581
Danone S.A.		60,561		5,022,548

13

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Food & Beverages - continued
Nestle S.A.		104,678	$	11,175,557
PepsiCo, Inc.		23,415		3,211,836
			$	20,041,522
Food & Drug Stores - 0.6%
Sundrug Co. Ltd.		95,500	$	3,179,206
Gaming & Lodging - 2.9%
Flutter Entertainment PLC		55,278	$	5,698,275
Marriott International, Inc., “A”		75,164		9,512,004
			$	15,210,279
General Merchandise - 1.1%
Dollarama, Inc.		167,150	$	5,623,276
Health Maintenance Organizations - 0.7%
Cigna Corp.		19,931	$	3,556,886
Insurance - 2.7%
Aon PLC		49,204	$	9,504,245
Marsh & McLennan Cos., Inc.		41,979		4,349,864
			$	13,854,109
Internet - 7.5%
Alibaba Group Holding Ltd., ADR (a)		40,949	$	7,234,460
Alphabet, Inc., “A” (a)		15,215		19,152,642
Baidu, Inc., ADR (a)		60,344		6,146,037
Naver Corp.		44,350		6,251,579
			$	38,784,718
Leisure & Toys - 1.1%
Electronic Arts, Inc. (a)		58,776	$	5,666,006
Machinery & Tools - 3.4%
Daikin Industries Ltd.		48,000	$	6,747,975
Nordson Corp.		57,694		9,046,996
Schindler Holding AG		8,050		1,968,231
			$	17,763,202
Medical Equipment - 6.6%
Abbott Laboratories		81,854	$	6,843,813
Becton, Dickinson and Co.		32,746		8,382,976
Danaher Corp.		25,998		3,583,045

14

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Common Stocks - continued
Medical Equipment - continued
Thermo Fisher Scientific, Inc.		29,538	$	8,919,885
Waters Corp. (a)		32,442		6,865,376
			$	34,595,095
Other Banks & Diversified Financials - 5.7%
Credicorp Ltd.		179	$	38,313
Credicorp Ltd.		17,492		3,743,988
HDFC Bank Ltd.		426,949		7,405,977
Julius Baer Group Ltd.		64,419		2,841,880
Mastercard, Inc., “A”		20,264		5,609,278
Visa, Inc., “A”		54,593		9,764,504
			$	29,403,940
Pharmaceuticals - 4.2%
Bayer AG		109,245	$	8,477,693
Elanco Animal Health, Inc. (a)		105,927		2,862,147
Roche Holding AG		28,189		8,480,989
Zoetis, Inc.		15,449		1,976,236
			$	21,797,065
Printing & Publishing - 1.3%
Moody’s Corp.		30,122	$	6,647,624
Railroad & Shipping - 2.2%
Adani Ports and Special Economic Zone Ltd.		497,092	$	2,773,897
Union Pacific Corp.		51,881		8,584,230
			$	11,358,127
Restaurants - 0.9%
Starbucks Corp.		55,260	$	4,672,786
Specialty Chemicals - 4.0%
Croda International PLC		68,225	$	4,256,152
Ecolab, Inc.		27,725		5,325,141
Kansai Paint Co. Ltd.		250,300		6,026,681
Sika AG		19,330		3,321,272
Symrise AG		21,042		2,024,831
			$	20,954,077
Specialty Stores - 1.4%
TJX Cos., Inc.		130,449	$	7,520,385
Total Common Stocks (Identified Cost, $361,972,207)			$	512,942,082

15

Portfolio of Investments – continued

Investment Companies (h) - 1.5%
Issuer	Shares/Par		Value ($)
Money Market Funds - 1.5%
MFS Institutional Money Market Portfolio, 1.89% (v) (Identified Cost, $7,785,162)		7,785,346	$	7,786,125
Other Assets, Less Liabilities - (0.1)%				(313,981	)
Net Assets - 100.0%			$	520,414,226

(a) Non-income producing security.

(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $7,786,125 and $512,942,082, respectively.

(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualizedseven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

ADR American Depositary Receipt

See Notes to Financial Statements

16

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/19

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

Assets
Investments in unaffiliated issuers, at value (identified cost, $361,972,207)	$512,942,082
Investments in affiliated issuers, at value (identified cost, $7,785,162)	7,786,125
Receivables for
Fund shares sold	3,368,629
Dividends	825,590
Receivable from investment adviser	66,991
Total assets	$524,989,417
Liabilities
Payable to custodian	$24
Payables for
Investments purchased	3,556,830
Fund shares reacquired	483,509
Payable to affiliates
Administrative services fee	413
Shareholder servicing costs	146,434
Distribution and service fees	2,772
Payable for independent Trustees’ compensation	11
Deferred country tax expense payable	276,301
Accrued expenses and other liabilities	108,897
Total liabilities	$4,575,191
Net assets	$520,414,226
Net assets consist of
Paid-in capital	$359,367,309
Total distributable earnings (loss)	161,046,917
Net assets	$520,414,226
Shares of beneficial interest outstanding	11,139,771

17

Statement of Assets and Liabilities – continued

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$283,180,676		6,086,420		$46.53
Class B		4,928,109		123,419		39.93
Class C		13,332,347		338,196		39.42
Class I		83,727,382		1,752,742		47.77
Class R1		317,364		8,069		39.33
Class R2		2,202,375		49,073		44.88
Class R3		4,106,401		88,717		46.29
Class R4		1,661,589		35,616		46.65
Class R6		126,957,983		2,657,519		47.77

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $49.37 [100 / 94.25 x $46.53]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.

See Notes to Financial Statements

18

Financial Statements

STATEMENT OF OPERATIONS

Year ended 10/31/19

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

Net investment income (loss)
Income
Dividends	$6,607,895
Dividends from affiliated issuers	121,593
Income on securities loaned	39,081
Other	33,651
Foreign taxes withheld	(368,433	)
Total investment income	$6,433,787
Expenses
Management fee	$3,745,142
Distribution and service fees	803,365
Shareholder servicing costs	397,367
Administrative services fee	66,380
Independent Trustees’ compensation	8,581
Custodian fee	71,163
Shareholder communications	40,427
Audit and tax fees	75,412
Legal fees	3,760
Miscellaneous	221,182
Total expenses	$5,432,779
Fees paid indirectly	(350	)
Reduction of expenses by investment adviser and distributor	(263,354	)
Net expenses	$5,169,075
Net investment income (loss)	$1,264,712
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers (net of $94,629 country tax)	$10,086,982
Affiliated issuers	35
Foreign currency	(39,026	)
Net realized gain (loss)	$10,047,991
Change in unrealized appreciation or depreciation
Unaffiliated issuers (net of $181,672 increase in deferred country tax)	$64,419,335
Affiliated issuers	874
Translation of assets and liabilities in foreign currencies	4,696
Net unrealized gain (loss)	$64,424,905
Net realized and unrealized gain (loss)	$74,472,896
Change in net assets from operations	$75,737,608

See Notes to Financial Statements

19

Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

	Year ended
	10/31/19			10/31/18
Change in net assets
From operations
Net investment income (loss)		$1,264,712			$780,566
Net realized gain (loss)		10,047,991			15,278,002
Net unrealized gain (loss)		64,424,905			(6,881,338	)
Change in net assets from operations		$75,737,608			$9,177,230
Total distributions to shareholders		$(15,275,083	)		$(10,986,063	)
Change in net assets from fund share transactions		$131,556,519			$33,347,433
Total change in net assets		$192,019,044			$31,538,600
Net assets
At beginning of period		328,395,182			296,856,582
At end of period		$520,414,226			$328,395,182

See Notes to Financial Statements

20

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

Class A	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$40.55			$40.66			$32.89			$34.24			$34.44
Income (loss) from investment operations
Net investment income (loss) (d)		$0.10			$0.09			$0.10	(c)		$0.05			$0.11
Net realized and unrealized gain (loss)		7.73			1.27			8.21			0.49			1.16
Total from investment operations		$7.83			$1.36			$8.31			$0.54			$1.27
Less distributions declared to shareholders
From net investment income		$(0.04	)		$(0.07	)		$(0.02	)		$(0.10	)		$(0.10	)
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.85	)		$(1.47	)		$(0.54	)		$(1.89	)		$(1.47	)
Net asset value, end of period (x)		$46.53			$40.55			$40.66			$32.89			$34.24
Total return (%) (r)(s)(t)(x)		20.28			3.38			25.70	(c)		1.91			3.92
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.38			1.39			1.38	(c)		1.46			1.45
Expenses after expense reductions (f)		1.31			1.37			1.33	(c)		1.43			1.44
Net investment income (loss)		0.23			0.21			0.29	(c)		0.16			0.32
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$283,181			$214,801			$203,117			$173,456			$181,489

See Notes to Financial Statements

21

Financial Highlights – continued

Class B	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$35.28			$35.76			$29.18			$30.72			$31.18
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.20	)		$(0.20	)		$(0.15	)(c)		$(0.17	)		$(0.13	)
Net realized and unrealized gain (loss)		6.66			1.12			7.25			0.42			1.04
Total from investment operations		$6.46			$0.92			$7.10			$0.25			$0.91
Less distributions declared to shareholders
From net investment income		$—			$—			$—			$—			$—
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.81	)		$(1.40	)		$(0.52	)		$(1.79	)		$(1.37	)
Net asset value, end of period (x)		$39.93			$35.28			$35.76			$29.18			$30.72
Total return (%) (r)(s)(t)(x)		19.36			2.58			24.78	(c)		1.13			3.12
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.13			2.14			2.13	(c)		2.21			2.20
Expenses after expense reductions (f)		2.08			2.13			2.08	(c)		2.19			2.19
Net investment income (loss)		(0.54	)		(0.55	)		(0.46	)(c)		(0.60	)		(0.43	)
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$4,928			$5,020			$5,097			$4,823			$6,036
Class C	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$34.85			$35.34			$28.85			$30.39			$30.86
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.20	)		$(0.20	)		$(0.14	)(c)		$(0.17	)		$(0.13	)
Net realized and unrealized gain (loss)		6.58			1.11			7.15			0.42			1.03
Total from investment operations		$6.38			$0.91			$7.01			$0.25			$0.90
Less distributions declared to shareholders
From net investment income		$—			$—			$—			$—			$—
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.81	)		$(1.40	)		$(0.52	)		$(1.79	)		$(1.37	)
Net asset value, end of period (x)		$39.42			$34.85			$35.34			$28.85			$30.39
Total return (%) (r)(s)(t)(x)		19.37			2.58			24.75	(c)		1.15			3.12
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.13			2.14			2.13	(c)		2.21			2.20
Expenses after expense reductions (f)		2.07			2.13			2.08	(c)		2.19			2.19
Net investment income (loss)		(0.55	)		(0.55	)		(0.45	)(c)		(0.59	)		(0.43	)
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$13,332			$8,857			$13,743			$13,109			$13,988

See Notes to Financial Statements

22

Financial Highlights – continued

Class I	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$41.58			$41.64			$33.68			$34.99			$35.18
Income (loss) from investment operations
Net investment income (loss) (d)		$0.25			$0.19			$0.26	(c)		$0.10			$0.22
Net realized and unrealized gain (loss)		7.89			1.29			8.34			0.53			1.15
Total from investment operations		$8.14			$1.48			$8.60			$0.63			$1.37
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.14	)		$(0.12	)		$(0.15	)		$(0.19	)
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.95	)		$(1.54	)		$(0.64	)		$(1.94	)		$(1.56	)
Net asset value, end of period (x)		$47.77			$41.58			$41.64			$33.68			$34.99
Total return (%) (r)(s)(t)(x)		20.58			3.60			26.03	(c)		2.17			4.13
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.13			1.14			1.14	(c)		1.21			1.20
Expenses after expense reductions (f)		1.06			1.13			1.10	(c)		1.18			1.20
Net investment income (loss)		0.56			0.44			0.70	(c)		0.30			0.61
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$83,727			$22,537			$17,272			$18,070			$5,920
Class R1	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$34.78			$35.27			$28.79			$30.33			$30.80
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.18	)		$(0.20	)		$(0.15	)(c)		$(0.17	)		$(0.14	)
Net realized and unrealized gain (loss)		6.54			1.11			7.15			0.42			1.04
Total from investment operations		$6.36			$0.91			$7.00			$0.25			$0.90
Less distributions declared to shareholders
From net investment income		$—			$—			$—			$—			$—
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.81	)		$(1.40	)		$(0.52	)		$(1.79	)		$(1.37	)
Net asset value, end of period (x)		$39.33			$34.78			$35.27			$28.79			$30.33
Total return (%) (r)(s)(t)(x)		19.35			2.59			24.77	(c)		1.15			3.13
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		2.13			2.14			2.13	(c)		2.21			2.20
Expenses after expense reductions (f)		2.10			2.13			2.09	(c)		2.19			2.20
Net investment income (loss)		(0.52	)		(0.56	)		(0.47	)(c)		(0.59	)		(0.45	)
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$317			$862			$961			$801			$784

See Notes to Financial Statements

23

Financial Highlights – continued

Class R2	Year ended
	10/31/19			10/31/18				10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$39.24			$39.42				$31.97			$33.33			$33.55
Income (loss) from investment operations
Net investment income (loss) (d)		$(0.03	)		$(0.02	)			$0.02	(c)		$(0.03	)		$0.02
Net realized and unrealized gain (loss)		7.48			1.24				7.95			0.48			1.13
Total from investment operations		$7.45			$1.22				$7.97			$0.45			$1.15
Less distributions declared to shareholders
From net investment income		$—			$—				$—			$(0.02	)		$(0.00	)(w)
From net realized gain		(1.81	)		(1.40	)			(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.81	)		$(1.40	)			$(0.52	)		$(1.81	)		$(1.37	)
Net asset value, end of period (x)		$44.88			$39.24				$39.42			$31.97			$33.33
Total return (%) (r)(s)(t)(x)		19.95			3.12				25.35	(c)		1.66			3.65
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.63			1.64				1.63	(c)		1.71			1.70
Expenses after expense reductions (f)		1.58			1.63				1.58	(c)		1.69			1.70
Net investment income (loss)		(0.07	)		(0.05	)			0.05	(c)		(0.10	)		0.06
Portfolio turnover		21			22				27			28			26
Net assets at end of period (000 omitted)		$2,202			$2,581				$2,887			$2,797			$3,083
Class R3	Year ended
	10/31/19			10/31/18				10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$40.33			$40.46				$32.73			$34.08			$34.29
Income (loss) from investment operations
Net investment income (loss) (d)		$0.08			$0.08				$0.10	(c)		$0.05			$0.11
Net realized and unrealized gain (loss)		7.71			1.26		��		8.17			0.49			1.15
Total from investment operations		$7.79			$1.34				$8.27			$0.54			$1.26
Less distributions declared to shareholders
From net investment income		$(0.02	)		$(0.07	)			$(0.02	)		$(0.10	)		$(0.10	)
From net realized gain		(1.81	)		(1.40	)			(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.83	)		$(1.47	)			$(0.54	)		$(1.89	)		$(1.47	)
Net asset value, end of period (x)		$46.29			$40.33				$40.46			$32.73			$34.08
Total return (%) (r)(s)(t)(x)		20.28			3.35				25.70	(c)		1.91			3.90
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.38			1.39				1.38	(c)		1.46			1.45
Expenses after expense reductions (f)		1.33			1.38				1.34	(c)		1.44			1.45
Net investment income (loss)		0.19			0.19				0.28	(c)		0.16			0.31
Portfolio turnover		21			22				27			28			26
Net assets at end of period (000 omitted)		$4,106			$4,324				$4,791			$4,070			$3,664

See Notes to Financial Statements

24

Financial Highlights – continued

Class R4	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$40.66			$40.75			$32.96			$34.32			$34.52
Income (loss) from investment operations
Net investment income (loss) (d)		$0.21			$0.19			$0.20	(c)		$0.13			$0.20
Net realized and unrealized gain (loss)		7.73			1.27			8.21			0.48			1.16
Total from investment operations		$7.94			$1.46			$8.41			$0.61			$1.36
Less distributions declared to shareholders
From net investment income		$(0.14	)		$(0.15	)		$(0.10	)		$(0.18	)		$(0.19	)
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.95	)		$(1.55	)		$(0.62	)		$(1.97	)		$(1.56	)
Net asset value, end of period (x)		$46.65			$40.66			$40.75			$32.96			$34.32
Total return (%) (r)(s)(t)(x)		20.55			3.62			26.00	(c)		2.13			4.18
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.13			1.14			1.13	(c)		1.21			1.20
Expenses after expense reductions (f)		1.06			1.13			1.09	(c)		1.20			1.20
Net investment income (loss)		0.49			0.46			0.55	(c)		0.41			0.58
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$1,662			$484			$559			$506			$703
Class R6	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$41.59			$41.65			$33.68			$35.03			$35.20
Income (loss) from investment operations
Net investment income (loss) (d)		$0.23			$0.23			$0.11	(c)		$0.16			$0.05
Net realized and unrealized gain (loss)		7.93			1.30			8.51			0.49			1.36
Total from investment operations		$8.16			$1.53			$8.62			$0.65			$1.41
Less distributions declared to shareholders
From net investment income		$(0.17	)		$(0.19	)		$(0.13	)		$(0.21	)		$(0.21	)
From net realized gain		(1.81	)		(1.40	)		(0.52	)		(1.79	)		(1.37	)
Total distributions declared to shareholders		$(1.98	)		$(1.59	)		$(0.65	)		$(2.00	)		$(1.58	)
Net asset value, end of period (x)		$47.77			$41.59			$41.65			$33.68			$35.03
Total return (%) (r)(s)(t)(x)		20.64			3.71			26.09	(c)		2.22			4.27
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)		1.05			1.07			1.09	(c)		1.14			1.11
Expenses after expense reductions (f)		0.99			1.06			1.05	(c)		1.12			1.11
Net investment income (loss)		0.53			0.53			0.28	(c)		0.48			0.14
Portfolio turnover		21			22			27			28			26
Net assets at end of period (000 omitted)		$126,958			$68,931			$48,429			$7,904			$7,864

See Notes to Financial Statements

25

Financial Highlights – continued

(c) Amount reflects aone-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(w) Per share amount was less than $0.01.

(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

26

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Global Growth Fund (the fund) is a diversified series of MFS Series Trust VIII (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as anopen-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General– The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.

Balance Sheet Offsetting– The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’sin-scope financial instruments and transactions.

Investment Valuations– Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing

27

Notes to Financial Statements – continued

service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value.Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the

28

Notes to Financial Statements – continued

significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of October 31, 2019 in valuing the fund’s assets or liabilities:

Financial Instruments	Level 1		Level 2		Level 3		Total
Equity Securities:
United States		$315,423,130		$—		$—		$315,423,130
Switzerland		31,868,910		—		—		31,868,910
United Kingdom		28,409,800		—		—		28,409,800
France		22,583,198		—		—		22,583,198
Japan		3,179,206		16,659,790		—		19,838,996
Germany		19,527,477		—		—		19,527,477
China		18,583,148		—		—		18,583,148
South Korea		6,251,579		6,068,718		—		12,320,297
India		10,179,874		—		—		10,179,874
Other Countries		34,207,252		—		—		34,207,252
Mutual Funds		7,786,125		—		—		7,786,125
Total		$497,999,699		$22,728,508		$—		$520,728,207

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation– Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans– Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required

29

Notes to Financial Statements – continued

collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At October 31, 2019, there were no securities on loan or collateral outstanding.

Indemnifications– Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income– Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash are recorded on theex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to theex-dividend date. Dividend payments received in additional securities are recorded on theex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Fees Paid Indirectly– The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended October 31, 2019, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions– The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when

30

Notes to Financial Statements – continued

filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on theex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals, treating a portion of the proceeds from redemptions as a distribution for tax purposes, and partnership adjustments.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

	Year ended 10/31/19		Year ended 10/31/18
Ordinary income (including any short-term capital gains)		$1,594,028		$1,715,060
Long-term capital gains		13,681,055		9,271,003
Total distributions		$15,275,083		$10,986,063

The federal tax cost and the tax basis components of distributable earnings were as follows:

As of 10/31/19
Cost of investments	$370,648,290
Gross appreciation	158,796,934
Gross depreciation	(8,717,017	)
Net unrealized appreciation (depreciation)	$150,079,917
Undistributed ordinary income	2,812,738
Undistributed long-term capital gain	8,160,111
Other temporary differences	(5,849	)

Multiple Classes of Shares of Beneficial Interest– The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares

31

Notes to Financial Statements – continued

approximately eight years after purchase. Class C shares will convert to Class A shares approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

	Year ended 10/31/19		Year ended 10/31/18
Class A		$9,810,875		$7,315,212
Class B		256,348		203,135
Class C		462,929		547,616
Class I		1,008,903		663,547
Class R1		45,061		38,118
Class R2		118,612		102,538
Class R3		194,188		177,519
Class R4		25,167		16,235
Class R6		3,353,000		1,922,143
Total		$15,275,083		$10,986,063

(3) Transactions with Affiliates

Investment Adviser– The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

Up to $1 billion	0.90	%
In excess of $1 billion and up to $2 billion	0.75	%
In excess of $2 billion	0.65	%

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended October 31, 2019, this management fee reduction amounted to $40,274, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.89% of the fund’s average daily net assets.

For the period from November 1, 2018 through July 31, 2019, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses did not exceed the following rates annually of the fund’s average daily net assets:

Classes
A	B		C		I		R1		R2		R3		R4		R6
1.40%		2.15%		2.15%		1.15%		2.15%		1.65%		1.40%		1.15%		1.08%

This agreement was terminated on July 31, 2019. For the period from November 1, 2018 through July 31, 2019, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

32

Notes to Financial Statements – continued

Effective August 1, 2019, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

Classes
A	B		C		I		R1		R2		R3		R4		R6
1.22%		1.97%		1.97%		0.97%		1.97%		1.47%		1.22%		0.97%		0.90%

This written agreement will continue until modified by the funds’ Board of Trustees, but such agreement will continue at least until February 28, 2021. For the period from August 1, 2019 through October 31, 2019, these reductions amounted to $198,232 and are included in the reduction of total expenses in the Statements of Operations.

Distributor– MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $67,950 for the year ended October 31, 2019, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Class A		—		0.25%		0.25%		0.24%		$619,798
Class B		0.75%		0.25%		1.00%		1.00%		49,872
Class C		0.75%		0.25%		1.00%		1.00%		105,400
Class R1		0.75%		0.25%		1.00%		1.00%		6,340
Class R2		0.25%		0.25%		0.50%		0.50%		11,235
Class R3		—		0.25%		0.25%		0.25%		10,720
Total Distribution and Service Fees										$803,365

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2019 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS or its affiliates’ seed money. For the year ended October 31, 2019, this rebate amounted to $24,597, $170, and $81 for Class A, Class B, and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are

33

Notes to Financial Statements – continued

subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended October 31, 2019, were as follows:

	Amount
Class A		$3,505
Class B		3,560
Class C		1,497

Shareholder Servicing Agent– MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2019, the fee was $83,392, which equated to 0.0200% annually of the fund’s average daily net assets. MFSC also receives payment from the fund forout-of-pocket expenses,sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incursub-accounting fees. For the year ended October 31, 2019, theseout-of-pocket expenses,sub-accounting and other shareholder servicing costs amounted to $313,975.

Administrator– MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.0159% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation– The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a net decrease in pension expense of $1,459 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2019. Effective June 30, 2019, the fund no longer participates in the DB plan.

Other– This fund and certain other funds managed by MFS (the funds) had entered into a service agreement (the ISO Agreement) which provided for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective

34

Notes to Financial Statements – continued

June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended October 31, 2019, the fee paid by the fund under this agreement was $591 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser orsub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule17a-7 under the Investment Company Act of 1940. During the year ended October 31, 2019, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $42,703 and $236,394, respectively. The sales transactions resulted in net realized gains (losses) of $(44,063).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended October 31, 2019, this reimbursement amounted to $20,953, which is included in “Other” income in the Statement of Operations.

(4) Portfolio Securities

For the year ended October 31, 2019, purchases and sales of investments, other than short-term obligations, aggregated $200,234,430 and $84,410,157, respectively.

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

	Year ended 10/31/19				Year ended 10/31/18
	Shares		Amount		Shares		Amount
Shares sold
Class A		1,264,315		$54,298,187		761,076		$31,857,704
Class B		7,383		260,099		26,412		968,510
Class C		151,335		5,556,594		100,153		3,630,095
Class I		1,463,147		64,457,504		343,227		14,792,963
Class R1		1,787		63,921		1,530		55,008
Class R2		4,809		197,505		6,511		264,383
Class R3		26,642		1,136,554		17,081		711,461
Class R4		31,709		1,377,501		6,697		285,936
Class R6		1,303,888		57,575,858		736,420		31,692,138
		4,255,015		$184,923,723		1,999,107		$84,258,198

35

Notes to Financial Statements – continued

	Year ended 10/31/19						Year ended 10/31/18
	Shares			Amount			Shares			Amount
Shares issued to shareholders in reinvestment of distributions
Class A		241,608			$9,260,845			170,362			$6,840,045
Class B		7,631			252,743			5,710			200,771
Class C		13,752			449,672			15,296			531,387
Class I		25,167			988,571			14,922			613,141
Class R1		1,381			45,061			1,100			38,118
Class R2		2,925			108,398			2,445			95,212
Class R3		5,092			194,188			4,445			177,519
Class R4		656			25,167			404			16,235
Class R6		73,707			2,893,012			37,486			1,539,184
		371,919			$14,217,657			252,170			$10,051,612
Shares reacquired
Class A		(717,054	)		$(30,593,963	)		(629,321	)		$(26,388,498	)
Class B		(33,885	)		(1,224,023	)		(32,394	)		(1,192,076	)
Class C		(81,018	)		(2,951,506	)		(250,222	)		(8,975,856	)
Class I		(277,543	)		(12,023,193	)		(231,013	)		(9,802,052	)
Class R1		(19,889	)		(734,930	)		(5,079	)		(183,169	)
Class R2		(24,433	)		(958,544	)		(16,419	)		(680,263	)
Class R3		(50,224	)		(2,183,596	)		(32,744	)		(1,354,403	)
Class R4		(8,642	)		(376,250	)		(8,917	)		(378,673	)
Class R6		(377,532	)		(16,538,856	)		(279,093	)		(12,007,387	)
		(1,590,220	)		$(67,584,861	)		(1,485,202	)		$(60,962,377	)
Net change
Class A		788,869			$32,965,069			302,117			$12,309,251
Class B		(18,871	)		(711,181	)		(272	)		(22,795	)
Class C		84,069			3,054,760			(134,773	)		(4,814,374	)
Class I		1,210,771			53,422,882			127,136			5,604,052
Class R1		(16,721	)		(625,948	)		(2,449	)		(90,043	)
Class R2		(16,699	)		(652,641	)		(7,463	)		(320,668	)
Class R3		(18,490	)		(852,854	)		(11,218	)		(465,423	)
Class R4		23,723			1,026,418			(1,816	)		(76,502	)
Class R6		1,000,063			43,930,014			494,813			21,223,935
		3,036,714			$131,556,519			766,075			$33,347,433

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

36

Notes to Financial Statements – continued

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended October 31, 2019, the fund’s commitment fee and interest expense were $2,072 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

Affiliated Issuers	Beginning Value		Purchases		Sales Proceeds		Realized Gain (Loss)		Change in Unrealized Appreciation or Depreciation		Ending Value
MFS Institutional Money Market Portfolio		$3,918,607		$139,758,551		$135,891,942		$35		$874		$7,786,125
Affiliated Issuers									Dividend Income		Capital Gain Distributions
MFS Institutional Money Market Portfolio										$121,593		$—

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of MFS Series Trust VIII and the Shareholders of MFS Global Growth Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Global Growth Fund (the “Fund”), including the portfolio of investments, as of October 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2019, by

38

Report of Independent Registered Public Accounting Firm – continued

correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2019

We have served as the auditor of one or more of the MFS investment companies since 1924.

39

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2019, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)	Trustee	February 2004	133	Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015);Co-Chief Executive Officer (2015-2016)	N/A
Robin A. Stelmach (k) (age 58)	Trustee	January 2014	133	Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)	N/A
INDEPENDENT TRUSTEES
John P. Kavanaugh (age 65)	Trustee and Chair of Trustees	January 2009	133	Private investor	N/A
Steven E. Buller (age 68)	Trustee	February 2014	133	Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)	N/A

40

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
John A. Caroselli (age 65)	Trustee	March 2017	133	JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)	N/A
Maureen R. Goldfarb (age 64)	Trustee	January 2009	133	Private investor	N/A
Michael Hegarty* (age 74)	Trustee	December 2004	133	Private investor	Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)
Peter D. Jones (age 64)	Trustee	January 2019	133	Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)	N/A
James W. Kilman, Jr. (age 58)	Trustee	January 2019	133	Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking,Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)	Alpha-En Corporation, Director (since 2016)

41

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
Clarence Otis, Jr. (age 63)	Trustee	March 2017	133	Darden Restaurants, Inc., Chief Executive Officer (until 2014)	VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)
Maryanne L. Roepke (age 63)	Trustee	May 2014	133	American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)	N/A
Laurie J. Thomsen (age 62)	Trustee	March 2005	133	Private investor	The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
OFFICERS
Christopher R. Bohane (k) (age 45)	Assistant Secretary and Assistant Clerk	July 2005	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kino Clark (k) (age 51)	Assistant Treasurer	January 2012	133	Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k) (age 52)	Assistant Treasurer	April 2017	133	Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

42

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Thomas H. Connors (k) (age 60)	Assistant Secretary and Assistant Clerk	September 2012	133	Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k) (age 51)	President	July 2005	133	Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k) (age 52)	Secretary and Clerk	April 2017	133	Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)
Brian E. Langenfeld (k) (age 46)	Assistant Secretary and Assistant Clerk	June 2006	133	Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k) (age 40)	Assistant Secretary and Assistant Clerk	September 2018	133	Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira (k) (age 49)	Assistant Secretary and Assistant Clerk	July 2005	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k) (age 48)	Assistant Treasurer	September 2012	133	Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k) (age 45)	Assistant Secretary and Assistant Clerk	October 2014	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k) (age 52)	Chief Compliance Officer	July 2015	133	Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

43

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
James O. Yost (k) (age 59)	Treasurer	September 1990	133	Massachusetts Financial Services Company, Senior Vice President

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

* As of December 31, 2019, Mr. Hegarty will retire as Trustee.

Each Trustee (other than Messrs. Jones and Kilman) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling1-800-225-2606.

Investment Adviser	Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618	JPMorgan Chase Bank, NA 4 Metrotech Center New York, NY 11245
Distributor	Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618	Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116
Portfolio Manager(s)
David Antonelli Jeffrey Constantino Joseph Skorski

44

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of thenon-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2019 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2018 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information

45

Board Review of Investment Advisory Agreement – continued

about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2018, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile each of theone- and three-year periods ended December 31, 2018 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that

46

Board Review of Investment Advisory Agreement – continued

were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median. The Trustees also noted that MFS has agreed to further reduce such expense limitation for the Fund effective August 1, 2019, which may not be changed without the Trustees’ approval.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cashin-flows andout-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life

47

Board Review of Investment Advisory Agreement – continued

Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians andsub-custodians. The Trustees concluded that the variousnon-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees consideredso-called“fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter directly pay for or voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additionalone-year period, commencing August 1, 2019.

48

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling1-800-225-2606, by visitingmfs.com/proxyvoting,or by visiting the SEC’s Web site athttp://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visitingmfs.com/proxyvoting,or by visiting the SEC’s Web site athttp://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports onForm N-PORT (for first and third fiscal quarters ending March 31, 2019 or after). The fund’s Form N-Q or Form N-PORT reports are available on the SEC’s website athttp://www.sec.gov.A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year atmfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available athttps://www.mfs.com/en-us/what-we-do/announcements.htmlor atmfs.com/openendfundsby choosing the fund’s name.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2019 income tax forms in January 2020. The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.

The fund designates $15,583,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

49

rev. 3/16

FACTS   WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:   • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions   When you areno longer our customer, we continue to share your information as described in this notice.

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions? Call800-225-2606 or go tomfs.com.

50

Page 2

Who we are
Who is providing this notice?	MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

What we do
How does MFS protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?	We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market.

Other important information

If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

51

Save paper with eDelivery.

MFS® will send you prospectuses,

reports, and proxies directly viae-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

Annual Report

October 31, 2019

MFS® Strategic Income Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site (funds.mfs.com), and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-225-2606 or by logging on to MFS Access at mfs.com.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-225-2606 or send an email request to orderliterature@mfs.com to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

MFO-ANN

MFS® Strategic Income Fund

CONTENTS

Letter from the Executive Chair	1
Portfolio composition	2
Management review	4
Performance summary	6
Expense table	9
Portfolio of investments	11
Statement of assets and liabilities	24
Statement of operations	25
Statements of changes in net assets	26
Financial highlights	27
Notes to financial statements	31
Report of independent registered public accounting firm	49
Trustees and officers	51
Board review of investment advisory agreement	57
Proxy voting policies and information	61
Quarterly portfolio disclosure	61
Further information	61
Information about fund contracts and legal claims	61
Federal tax information	61
MFS® privacy notice	62
Contact information    back cover

The report is prepared for the general information of shareholders.

It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

NOT FDIC INSURED• MAY LOSE VALUE• NO BANK GUARANTEE

LETTER FROM THE EXECUTIVE CHAIR

Dear Shareholders:

Slowing global growth, low inflation, and trade friction between the United States and China have been hallmarks of the past 12 months. After experiencing an uptick in

market volatility in late 2018, markets steadied during 2019, thanks in large measure to the adoption of a dovish policy stance on the part of global central banks, focused on supporting economic growth. The U.S. and China have repeatedly raised tariffs on each other, though preliminary steps toward an interim trade agreement have been undertaken, modestly easing tensions in recent months. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. Uncertainty over Brexit, along with the ripple effects from the trade conflict, have hampered business

confidence and investment in the U.K. and Europe, though investors hope that greater clarity regarding the Brexit outcome will emerge after a British parliamentary election in December.

Markets expect that the longest economic expansion in U.S. history will continue for the time being, albeit at a slower pace. In an effort to prolong the expansion, the U.S. Federal Reserve lowered interest rates three times between July and October. Similarly, the European Central Bank loosened policy in September. While the monetary policy environment remains quite accommodative, tentative signs of easing trade tensions and receding global recession fears have helped push global interest rates modestly higher from therecord-low levels posted late in the summer as investors grew less risk averse.

Here at MFS®, we aim to help our clients navigate the growing complexity of the markets and world economies. Our long-term investment philosophy and commitment to responsible allocation of capital allow us to wade through the noise to uncover what we believe are the best, most durable investment opportunities in the market. Through our powerful global investment platform, we combine collective expertise, thoughtful risk management and long-term discipline with the purpose of creating sustainable value for investors.

Respectfully,

Robert J. Manning

Executive Chair

MFS Investment Management

December 16, 2019

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

1

PORTFOLIO COMPOSITION

Portfolio structure at value (v)

Fixed income sectors (i)
U.S. Treasury Securities	35.2%
Investment Grade Corporates	30.1%
Commercial Mortgage-Backed Securities	15.9%
Collateralized Debt Obligations	8.1%
High Yield Corporates	7.3%
Emerging Markets Bonds	6.3%
Asset-Backed Securities	3.2%
Municipal Bonds	2.2%
Mortgage-Backed Securities	1.8%
Residential Mortgage-Backed Securities	0.7%
Non-U.S. Government Bonds	0.5%

Portfolio structure reflecting equivalent exposure of derivative positions (i)

Composition including fixed income credit quality (a)(i)
AAA	8.4%
AA	4.4%
A	17.6%
BBB	25.0%
BB	9.3%
B	4.2%
CCC	0.1%
D (o)	0.0%
U.S. Government	19.7%
Federal Agencies	1.8%
Not Rated	20.8%
Non-Fixed Income (o)	0.0%
Cash & Cash Equivalents	0.9%
Other	(12.2)%
Portfolio facts (i)
Average Duration (d)	6.0
Average Effective Maturity (m)	6.8 yrs.

2

Portfolio Composition – continued

(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agencyfixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency.Non-Fixed Income includes equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

(i) For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.

(m) In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put,pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

(o) Less than 0.1%.

(v) For purposes of this presentation, market value of fixed income and/or equity derivatives, if any, is included in Cash & Cash Equivalents.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of October 31, 2019.

The portfolio is actively managed and current holdings may be different.

3

MANAGEMENT REVIEW

Summary of Results

For the twelve months ended October 31, 2019, Class A shares of the MFS Strategic Income Fund (fund) provided a total return of 11.86%, at net asset value. This compares with a return of 11.51% for the fund’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index.

Market Environment

Fading fears of a near-term global recession, hopes for a partial trade deal between the United States and China and dramatically lower odds of ano-deal Brexit helped bolster market sentiment late in the period, after providing headwinds for many months prior. Changes in market sentiment, largely driven by uncertainty over the outcome of trade negotiations between the United States and China, contributed to periodic bouts of volatility during the reporting period. The global economy decelerated, led by weakness in China and Europe, although the pace of the slowdown moderated.

The deteriorating global growth backdrop, along with declining inflationary pressures, prompted the US Federal Reserve to adopt a more dovish posture beginning in early 2019, resulting in the first interest rate cut in over a decade at the end of July, followed by additional cuts in September and October. The Fed’s actions led to a sharp decline in long-term interest rates during the period’s second half, inverting portions of the US Treasury yield curve for a time. The Fed indicated in October that further rate cuts are unlikely unless the outlook for the economy materially worsens.

Globally, central banks have tilted more dovish as well, with the European Central Bank unveiling a package of easing measures, which included cutting overnight rates deeper into negative territory, restarting its bond-buying program and lengthening the term of cheap loans to banks to three years from two. The central banks of India and Australia are among those that have cut rates several times in recent months, although China has been more cautious in increasing liquidity as it continues to attempt to deleverage its economy, cutting rates only marginally.

Emerging markets experienced considerable volatility through the end of 2018, as tighter global financial conditions exposed structural weakness in some countries. Those conditions improved in 2019, as the Fed became more dovish, but significant trade friction between the US and China weighed on sentiment for much of the year, although hopes for a partial trade deal improved sentiment late in the period. Idiosyncratic factors negatively impacted some emerging economies, such as Argentina and Turkey.

From a geopolitical perspective, Brexit uncertainty has receded. While British Prime Minister Boris Johnson has negotiated a reworked withdrawal agreement with the European Union, Parliament has not yet approved the deal, leading the EU to grant the United Kingdom a Brexit delay until no later than January 31, 2020. A UK general election, scheduled for December 12, may bring some clarity to the situation. Hopes for a limited trade agreement between the US and China, as well as fading global recession fears, were supportive factors for risk assets at period end.

4

Management Review – continued

Factors Affecting Performance

Relative to the Bloomberg Barclays U.S. Aggregate Bond Index, the fund’sout-of-benchmark exposure to “BB” rated ^(r) bonds contributed to performance. Additionally, anout-of-benchmark allocation to collateralized mortgage obligations (CMO), and an underweight exposure to MBS Agency Fixed Rate bonds, further aided relative results. Security selection within “BBB” rated corporate bonds was another positive factor for relative performance.

Conversely, the fund’s positioning along the yield curve ^(y) held back relative performance over the reporting period.

Respectfully,

Portfolio Manager(s)

Neeraj Arora, Philipp Burgener, David Cole, Alexander Mackey, Joshua Marston, Robert Persons, and Michael Skatrud

(r) Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considerednon-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated.

(y) A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

5

PERFORMANCE SUMMARYTHROUGH 10/31/19

The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.

Growth of a Hypothetical $10,000 Investment

6

Performance Summary – continued

Total Returns through 10/31/19

Average annual without sales charge

	Share Class	Class Inception Date	1-yr	5-yr	10-yr	Life (t)
	A	10/29/87	11.86%	3.72%	4.96%	N/A
	B	9/07/93	11.27%	2.99%	4.23%	N/A
	C	9/01/94	11.12%	2.98%	4.22%	N/A
	I	1/08/97	12.15%	3.95%	5.21%	N/A
	R6	3/02/18	12.22%	N/A	N/A	6.49%
Comparative benchmark(s)
	Bloomberg Barclays U.S. Aggregate Bond Index (f)		11.51%	3.24%	3.73%	N/A
Average annual with sales charge
	A With Initial Sales Charge (4.25%)		7.10%	2.82%	4.51%	N/A
	B With CDSC (Declining over six years from 4% to 0%) (v)		7.27%	2.64%	4.23%	N/A
	C With CDSC (1% for 12 months) (v)		10.12%	2.98%	4.22%	N/A

CDSC – Contingent Deferred Sales Charge.

Class I and R6 shares do not have a sales charge.

(f) Source: FactSet Research Systems Inc.

(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)

(v) Assuming redemption at the end of the applicable period.

Benchmark Definition(s)

Bloomberg Barclays U.S. Aggregate Bond Index – a market capitalization-weighted index that measures the performance of the U.S. investment-grade, fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with at least one year to final maturity. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

It is not possible to invest directly in an index.

Notes to Performance Summary

Performance information prior to December 2, 2019 reflects time periods when the fund had (i) a policy permitting the fund to invest up to 100% of its assets in below

7

Performance Summary – continued

investment grade quality debt instruments and (ii) a policy permitting the fund to invest in equity securities as a principal investment strategy. The fund’s investment policies and strategies changed effective December 2, 2019.

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

8

EXPENSE TABLE

Fund expenses borne by the shareholders during the period, May 1, 2019 through October 31, 2019

As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service(12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2019 through October 31, 2019.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

9

Expense Table – continued

Share Class		Annualized Expense Ratio		Beginning Account Value 5/01/19		Ending Account Value 10/31/19		Expenses Paid During Period (p) 5/01/19-10/31/19
A	Actual		1.00%		$1,000.00		$1,054.68		$5.18
	Hypothetical (h)		1.00%		$1,000.00		$1,020.16		$5.09
B	Actual		1.76%		$1,000.00		$1,052.65		$9.11
	Hypothetical (h)		1.76%		$1,000.00		$1,016.33		$8.94
C	Actual		1.76%		$1,000.00		$1,051.14		$9.10
	Hypothetical (h)		1.76%		$1,000.00		$1,016.33		$8.94
I	Actual		0.75%		$1,000.00		$1,056.05		$3.89
	Hypothetical (h)		0.75%		$1,000.00		$1,021.42		$3.82
R6	Actual		0.68%		$1,000.00		$1,056.36		$3.52
	Hypothetical (h)		0.68%		$1,000.00		$1,021.78		$3.47

(h) 5% class return per year before expenses.

(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect theone-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.

Notes to Expense Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios, the actual expenses paid during the period, and the hypothetical expenses paid during the period would have been approximately 0.77%, $3.99, and $3.92 for Class A, 1.53%, $7.92, and $7.78 for Class B, 1.53%, $7.91, and $7.78 for Class C, 0.53%, $2.75, and $2.70 for Class I, and 0.45%, $2.33, and $2.29 for Class R6, respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

Each class with a Rule12b-1 service fee is subject to a rebate of a portion of such fee. Such rebates are included in the expense ratios above and are outside of the expense limitation arrangement. For Class A shares this rebate reduced the expense ratio above by 0.01%. See Note 3 in the Notes to Financial Statements for additional information.

10

PORTFOLIO OF INVESTMENTS

10/31/19

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Bonds - 98.5%
Issuer	Shares/Par		Value ($)
Aerospace - 1.2%
L3 Harris Technologies, Inc., 4.4%, 6/15/2028 (z)	$	1,734,000	$	1,948,133
TransDigm, Inc., 6.375%, 6/15/2026		1,500,000		1,569,375
			$	3,517,508
Asset-Backed & Securitized - 27.8%
Allegro CLO Ltd.,2014-1RA, “C”, FLR, 4.966% (LIBOR - 3mo. + 3%), 10/21/2028 (z)	$	1,250,000	$	1,228,219
Allegro CLO Ltd.,2015-1X, “CR”, FLR, 3.59% (LIBOR - 3mo. + 1.65%), 7/25/2027 (z)		850,000		827,500
ALM Loan Funding, CLO,2015-16A, “BR2”, FLR, 3.9% (LIBOR - 3mo. + 1.9%), 7/15/2027 (n)		1,740,000		1,732,654
Arbor Realty Trust, Inc., CLO,2018-FL1, “A”, FLR, 3.063% (LIBOR - 1mo. + 1.15%), 6/15/2028 (n)		1,740,000		1,741,643
Arbor Realty Trust, Inc., CLO,2019-FL1, “D”, FLR, 4.413% (LIBOR - 1mo. + 2.5%), 5/15/2037 (z)		1,506,000		1,511,648
AREIT CRE Trust, 2019-CRE3, “D”, FLR, 4.539% (LIBOR - 1mo. + 2.65%), 9/14/2036 (z)		1,729,000		1,733,846
Babson CLO Ltd.,2013-IIA, “BR”, FLR, 3.216% (LIBOR - 3mo. + 1.25%), 1/20/2028 (n)		1,750,000		1,718,121
Bancorp Commercial Mortgage Trust, 2018-CRE3, “D”, FLR, 4.614% (LIBOR - 1mo. + 2.7%), 1/15/2033 (z)		1,751,843		1,767,921
Bancorp Commercial Mortgage Trust, 2018-CRE4, “AS”, FLR, 3.021% (LIBOR - 1mo. + 1.1%), 9/15/2035 (n)		841,000		841,615
Bancorp Commercial Mortgage Trust, 2018-CRE4, “D”, FLR, 4.021% (LIBOR - 1mo. + 2.1%), 9/15/2035 (z)		1,300,000		1,300,692
Bancorp Commercial Mortgage Trust, 2019-CRE5, “D”, FLR, 4.264% (LIBOR - 1mo. + 2.35%), 3/15/2036 (z)		1,720,000		1,720,000
Bancorp Commercial Mortgage Trust, 2019-CRE6, “D”, FLR, 4.346% (LIBOR - 1mo. + 2.54%), 9/15/2036 (z)		1,735,000		1,737,162
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.64% (LIBOR - 1mo. + 1.6%), 12/28/2040 (z)		172,711		172,432
BDS Ltd.,2018-FL2, “C”, FLR, 3.728% (LIBOR - 1mo. + 1.85%), 8/15/2035 (z)		1,300,000		1,300,008
BSPRT Ltd.,2019-FL5, “C”, FLR, 3.913% (LIBOR - 1mo. + 2%), 5/15/2029 (z)		1,505,000		1,502,178
Business Jet Securities LLC,2018-1, “C”, 7.748%, 2/15/2033 (z)		498,284		510,161
Chesapeake Funding II LLC,2017-2A, “C”, 3.01%, 5/15/2029 (n)		1,285,000		1,302,400
CLNC Ltd.,2019-FL1, “C”, FLR, 4.427% (LIBOR - 1mo. + 2.4%), 8/20/2035 (z)		1,735,000		1,734,898

11

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Asset-Backed & Securitized - continued
Commercial Mortgage Pass-Through Certificates, 2017-BNK8, “A3”, 3.229%, 11/15/2050	$	1,750,000	$	1,855,606
Commercial Mortgage Pass-Through Certificates,2018-BNK10, “A5”, 3.688%, 2/15/2061		1,750,000		1,912,647
Commercial Mortgage Trust,2015-PC1, “A5”, 3.902%, 7/10/2050		1,805,893		1,948,236
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51%, 9/10/2050		1,750,000		1,881,260
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)		614,324		27,337
Cutwater Ltd.,2015-IA, “BR”, FLR, 3.801% (LIBOR - 3mo. + 1.8%), 1/15/2029 (z)		1,500,000		1,488,945
Drive Auto Receivables Trust,2017-1, “C”, 2.84%, 4/15/2022		97,557		97,608
DT Auto Owner Trust,2017-2A, “C”, 3.03%, 1/17/2023 (n)		146,165		146,212
DT Auto Owner Trust,2018-2A, “C”, 3.67%, 3/15/2024 (n)		552,000		559,176
Exantas Capital Corp. CLO Ltd., 2018-RS06, “B”, FLR, 3.027% (LIBOR - 1mo. + 1.15%), 6/15/2035 (n)		1,740,000		1,732,358
Falcon Franchise Loan LLC, 9.62%, 1/05/2023 (z)		32,471		2,425
Figueroa CLO Ltd.,2013-2A, “BRR”, FLR, 4.006% (LIBOR - 3mo. + 1.85%), 6/20/2027 (n)		1,500,000		1,479,012
Figueroa CLO Ltd.,2014-1A, “DR”, FLR, 5.251% (LIBOR - 3mo. + 3.25%), 1/15/2027 (z)		1,250,000		1,241,966
Flagship CLO,2014-8A, “BRR”, FLR, 3.4% (LIBOR - 3mo. + 1.4%), 1/16/2026 (n)		1,578,052		1,564,621
Flatiron CLO Ltd.,2015-1A, “CR”, FLR, 3.901% (LIBOR - 3mo. + 1.9%), 4/15/2027 (n)		1,740,000		1,729,711
GMF Floorplan Owner Revolving Trust,2017-2, “C”, 2.63%, 7/15/2022 (n)		1,740,000		1,743,179
GS Mortgage Securities Trust, 2019-GSA1, “A4”, 3.048%, 11/10/2052		1,738,278		1,809,426
Hunt CRE Ltd.,2018-FL2, “D”, FLR, 4.664% (LIBOR - 1mo. + 2.75%), 8/15/2028 (z)		1,300,000		1,300,000
Invitation Homes Trust, 2018-SFR1, “C”, FLR, 3.139% (LIBOR - 1mo. + 1.25%), 3/17/2037 (z)		870,000		867,807
Invitation Homes Trust, 2018-SFR2, “A”, FLR, 2.739% (LIBOR -1mo. + 0.85%), 12/17/2036 (n)		1,408,392		1,406,412
JPMorgan Chase Commercial Mortgage Securities Corp., 3.454%, 9/15/2050		769,436		824,495
KKR Real Estate Financial Trust, Inc.,2018-FL1, “D”, FLR, 4.427% (LIBOR - 1mo. + 2.55%), 6/15/2036 (z)		1,295,000		1,301,475
LoanCore Ltd., 2018-CRE1, “C”, FLR, 4.463% (LIBOR - 1mo. + 2.55%), 5/15/2028 (n)		1,740,000		1,748,734
LoanCore Ltd., 2018-CRE1, “C”, FLR, 3.863% (LIBOR - 1mo. + 1.95%), 4/15/2034 (z)		1,506,500		1,512,155

12

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Asset-Backed & Securitized - continued
LoanCore Ltd., 2019-CRE2, “D”, FLR, 4.363% (LIBOR - 1mo. + 2.45%), 5/15/2036 (z)	$	1,291,000	$	1,293,026
Magnetite CLO Ltd.,2015-16A, “DR”, FLR, 4.153% (LIBOR - 3mo. + 2.15%), 1/18/2028 (z)		500,000		477,452
Man GLG U.S. CLO2018-2 Ltd.,2018-2A, “BR”, FLR, 4.45% (LIBOR - 3mo. + 2.45%), 10/15/2028		1,250,000		1,235,223
Morgan Stanley Bank of America Merrill Lynch Trust,2017-C34, “A4”, 3.536%, 11/15/2052		1,611,527		1,740,816
Morgan Stanley Capital I Trust,2017-H1, “A5”, 3.53%, 6/15/2050		1,050,279		1,131,137
Navistar Financial Dealer Note Master Owner Trust II,2018-1, FLR, 3.373% (LIBOR - 1mo. + 1.55%), 9/25/2023 (z)		1,731,000		1,733,606
Neuberger Berman CLO Ltd.,2016-21A, “CR”, FLR, 3.566% (LIBOR - 3mo. + 1.6%), 4/20/2027 (n)		1,750,000		1,674,939
NextGear Floorplan Master Owner Trust,2017-2A, “B”, 3.02%, 10/17/2022 (n)		1,475,000		1,485,670
NextGear Floorplan Master Owner Trust,2018-1A, “B”, 3.57%, 2/15/2023 (z)		800,000		811,398
OCP CLO Ltd.,2015-9A, “A2R”, FLR, 3.351% (LIBOR - 3mo. + 1.35%), 7/15/2027 (z)		1,500,000		1,484,117
Parallel Ltd.,2015-1A, “DR”, FLR, 4.516% (LIBOR - 3mo. + 2.55%), 7/20/2027 (n)		1,750,000		1,652,305
Race Point CLO Ltd.,2013-8A, “CR”, FLR, 4.636% (LIBOR - 3mo. + 2.5%), 2/20/2030 (n)		1,700,000		1,665,596
Santander Drive Auto Receivables Trust,2017-2, “C”, 2.79%, 8/15/2022		959,199		961,351
Sierra Receivables Funding Co. LLC,2015-1A, “A”, 2.4%, 3/22/2032 (n)		110,072		110,040
UBS Commercial Mortgage Trust,2017-C1, “A4”, 3.544%, 11/15/2050		1,748,753		1,879,048
UBS Commercial Mortgage Trust,2017-C8, “A4”, 3.983%, 2/15/2051		1,750,000		1,938,562
UBS Commercial Mortgage Trust,2019-C17, “A4”, 2.921%, 11/15/2050		1,291,913		1,327,551
Wells Fargo Commercial Mortgage Trust,2017-C42, “A5”, 3.589%, 12/15/2050		1,750,000		1,893,421
Wells Fargo Commercial Mortgage Trust,2017-RB1, “A4”, 3.374%, 3/15/2050		1,970,000		2,097,219
West CLO Ltd.,2014-1A, “CR”, FLR, 5.003% (LIBOR - 3mo. + 3%), 7/18/2026 (n)		1,740,000		1,740,241
Wind River CLO Ltd.,2012-1A, “CR2”, FLR, 4.051% (LIBOR -3mo. + 2.05%), 1/15/2026 (z)		1,500,000		1,492,425
			$	84,389,044

13

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Automotive - 0.8%
Allison Transmission, Inc., 5%, 10/01/2024 (n)	$	1,500,000	$	1,535,625
IAA Spinco, Inc., 5.5%, 6/15/2027 (n)		890,000		953,546
			$	2,489,171
Broadcasting - 1.1%
Netflix, Inc., 5.875%, 11/15/2028	$	1,500,000	$	1,651,875
WMG Acquisition Corp., 5.5%, 4/15/2026 (n)		1,500,000		1,575,000
			$	3,226,875
Brokerage & Asset Managers - 2.1%
E*TRADE Financial Corp., 4.5%, 6/20/2028	$	1,958,000	$	2,134,532
Raymond James Financial, 3.625%, 9/15/2026		2,080,000		2,178,290
TD Ameritrade Holding Corp., 2.75%, 10/01/2029		1,947,000		1,955,277
			$	6,268,099
Building - 1.8%
ABC Supply Co., Inc., 5.875%, 5/15/2026 (n)	$	1,500,000	$	1,575,450
Martin Marietta Materials, Inc., 4.25%, 7/02/2024		1,054,000		1,136,053
Martin Marietta Materials, Inc., 3.5%, 12/15/2027		1,057,000		1,105,114
Standard Industries, Inc., 6%, 10/15/2025 (n)		1,500,000		1,575,000
			$	5,391,617
Cable TV - 2.1%
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)	$	1,500,000	$	1,584,000
Comcast Corp., 4.15%, 10/15/2028		1,734,000		1,958,693
CSC Holdings LLC, 5.5%, 4/15/2027 (n)		1,500,000		1,590,015
Time Warner Cable, Inc., 4.5%, 9/15/2042		1,279,000		1,280,066
			$	6,412,774
Chemicals - 0.5%
SPCM S.A., 4.875%, 9/15/2025 (n)	$	1,500,000	$	1,552,500
Computer Software - 0.5%
Dell Investments LLC/EMC Corp., 5.3%, 10/01/2029 (n)	$	1,388,000	$	1,533,440
Computer Software - Systems - 0.5%
Apple, Inc., 4.25%, 2/09/2047	$	1,355,000	$	1,623,366
Conglomerates - 1.6%
United Technologies Corp., 4.125%, 11/16/2028	$	2,803,000	$	3,180,654
Wabtec Corp., 4.95%, 9/15/2028		1,428,000		1,576,098
			$	4,756,752

14

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Consumer Products - 1.4%
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)	$	921,000	$	963,993
Reckitt Benckiser Treasury Services PLC, 2.75%, 6/26/2024 (n)		3,256,000		3,322,316
			$	4,286,309
Consumer Services - 1.6%
Booking Holdings, Inc., 3.55%, 3/15/2028	$	1,679,000	$	1,808,698
Expedia Group, Inc., 3.25%, 2/15/2030 (z)		1,950,000		1,951,328
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2026 (n)		307,000		231,966
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2029 (n)		889,000		581,534
Toll Road Investors Partnership II LP, Capital Appreciation, 0%, 2/15/2031 (n)		307,000		182,227
			$	4,755,753
Containers - 0.5%
Crown Americas LLC/Crown Americas Capital Corp. VI, 4.75%, 2/01/2026	$	1,500,000	$	1,573,950
Electrical Equipment - 0.6%
Arrow Electronics, Inc., 3.875%, 1/12/2028	$	1,820,000	$	1,881,599
Electronics - 2.0%
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.5%, 1/15/2028	$	1,525,000	$	1,491,313
Broadcom, Inc., 4.75%, 4/15/2029 (n)		947,000		1,003,808
Sensata Technologies B.V., 5.625%, 11/01/2024 (n)		1,500,000		1,646,250
Texas Instruments, Inc., 2.25%, 9/04/2029		1,798,000		1,774,391
			$	5,915,762
Emerging Market Quasi-Sovereign - 1.4%
Empresas Publicas de Medellin, 4.25%, 7/18/2029 (n)	$	608,000	$	636,454
KazTransGas JSC (Republic of Kazakhstan), 4.375%, 9/26/2027		698,000		732,252
Petrobras Global Finance B.V. (Federative Republic of Brazil), 6.9%, 3/19/2049		637,000		740,385
REC Ltd. (Republic of India), 3.875%, 7/07/2027		724,000		724,713
Southern Gas Corridor CJSC (Republic of Azerbaijan), 6.875%, 3/24/2026 (n)		1,242,000		1,446,930
			$	4,280,734
Emerging Market Sovereign - 2.3%
Government of Ukraine, GDP Linked Bond, 0%, 5/31/2040	$	835,000	$	783,865
Republic of Cote d’Ivoire, 5.875%, 10/17/2031 (z)	EUR	685,000		772,972

15

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Emerging Market Sovereign - continued
Republic of Indonesia, 8.375%, 3/15/2034	IDR	9,617,000,000	$	740,653
Republic of Montenegro, 2.55%, 10/03/2029 (n)	EUR	692,000		767,929
Republic of South Africa, 4.85%, 9/30/2029	$	1,912,000		1,894,888
Russian Federation, 4.375%, 3/21/2029		600,000		648,898
State of Qatar, 4.817%, 3/14/2049		1,149,000		1,413,063
			$	7,022,268
Energy - Independent - 0.3%
Canadian Oil Sands Co., 4.5%, 4/01/2022 (n)	$	822,000	$	850,651
Energy - Integrated - 0.7%
Eni S.p.A., 4%, 9/12/2023 (n)	$	892,000	$	943,493
Eni S.p.A., 4.25%, 5/09/2029 (n)		968,000		1,063,461
			$	2,006,954
Entertainment - 0.5%
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n)	$	1,500,000	$	1,548,750
Financial Institutions - 0.4%
GE Capital International Funding Co., 4.418%, 11/15/2035	$	1,280,000	$	1,350,973
Food & Beverages - 0.8%
Anheuser-Busch InBev Worldwide, Inc., 4.439%, 10/06/2048	$	874,509	$	981,599
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n)		1,500,000		1,545,000
			$	2,526,599
Gaming & Lodging - 0.6%
GLP Capital LP/GLP Financing II, Inc., 4%, 1/15/2030	$	1,732,000	$	1,751,868
Insurance - 0.9%
American International Group, Inc., 3.9%, 4/01/2026	$	1,706,000	$	1,835,252
American International Group, Inc., 4.7%, 7/10/2035		355,000		407,546
American International Group, Inc., 4.5%, 7/16/2044		315,000		352,760
			$	2,595,558
Insurance - Property & Casualty - 1.8%
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/2025	$	1,580,000	$	1,655,190
Fairfax Financial Holdings Ltd., 4.85%, 4/17/2028		1,746,000		1,901,576
Marsh & McLennan Cos., Inc., 4.2%, 3/01/2048		1,723,000		1,948,294
			$	5,505,060
International Market Quasi-Sovereign - 0.5%
Dexia Credit Local S.A. (Kingdom of Belgium), 2.25%, 2/18/2020 (n)	$	1,530,000	$	1,531,444

16

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Machinery & Tools - 0.7%
CNH Industrial Capital LLC, 4.2%, 1/15/2024	$	1,076,000	$	1,148,076
CNH Industrial Capital LLC, 3.85%, 11/15/2027		1,025,000		1,067,782
			$	2,215,858
Major Banks - 6.3%
Bank of America Corp., 2.151%, 11/09/2020	$	790,000	$	790,009
Bank of America Corp., 4.125%, 1/22/2024		568,000		610,671
Bank of America Corp., 3.248%, 10/21/2027		4,264,000		4,433,438
Bank of America Corp., 4.271% to 7/23/2028, FLR (LIBOR - 3mo. + 1.31%) to 7/23/2029		579,000		642,827
Barclays PLC, 4.375%, 1/12/2026		1,325,000		1,423,803
Credit Suisse Group AG, 6.5%, 8/08/2023 (n)		299,000		332,264
Credit Suisse Group AG, 3.869%, 1/12/2029 (n)		1,361,000		1,454,269
JPMorgan Chase & Co., 3.125%, 1/23/2025		1,625,000		1,689,024
JPMorgan Chase & Co., 3.882% to 7/24/2037, FLR (LIBOR - 3mo. + 1.36%) to 7/24/2038		1,731,000		1,896,028
Morgan Stanley, 3.625%, 1/20/2027		2,043,000		2,178,608
Royal Bank of Scotland Group PLC, 4.269% to 3/22/2024, FLR (LIBOR - 3mo. + 1.762%) to 3/22/2025		1,385,000		1,469,485
UBS Group Funding (Switzerland) AG, 4.253%, 3/23/2028 (n)		2,105,000		2,320,289
			$	19,240,715
Medical & Health Technology & Services - 0.8%
Alcon Finance Corp., 2.75%, 9/23/2026 (z)	$	350,000	$	357,327
HCA, Inc., 5.375%, 2/01/2025		1,750,000		1,922,812
			$	2,280,139
Medical Equipment - 1.0%
Abbott Laboratories, 4.75%, 11/30/2036	$	1,295,000	$	1,591,634
Teleflex, Inc., 4.875%, 6/01/2026		1,500,000		1,572,656
			$	3,164,290
Midstream - 1.2%
MPLX LP, 4.5%, 4/15/2038	$	2,200,000	$	2,248,025
Targa Resources Partners LP/Targa Resources Finance Corp., 5.375%, 2/01/2027		1,500,000		1,535,625
			$	3,783,650
Mortgage-Backed - 1.8%
Fannie Mae, 6.5%, 5/01/2031	$	17,990	$	20,606
Fannie Mae, 5.5%, 9/01/2034 - 11/01/2036		60,137		67,715
Fannie Mae, 6%, 11/01/2034		163,461		187,995
Fannie Mae, TBA, 2.5%, 12/01/2034		2,975,000		3,005,563
Freddie Mac, 4.224%, 3/25/2020		588,514		589,290
Freddie Mac, 0.879%, 4/25/2024 (i)		98,694		3,116

17

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Mortgage-Backed - continued
Ginnie Mae, TBA, 3%, 11/01/2049	$	1,475,000	$	1,518,327
			$	5,392,612
Municipals - 2.2%
Bridgeview, IL, Stadium and Redevelopment Projects, AAC, 5.14%, 12/01/2036	$	1,205,000	$	1,232,643
New Jersey Economic Development Authority State Pension Funding Rev., “A”, NATL, 7.425%, 2/15/2029		1,155,000		1,471,089
New Jersey Economic Development Authority State Pension Funding Rev., Capital Appreciation, “B”, AGM, 0%, 2/15/2023		2,500,000		2,311,175
Puerto Rico Electric Power Authority Rev., “A”, 5%, 7/01/2042 (a)(d)		30,000		22,500
Puerto Rico Electric Power Authority Rev., “ZZ”, 5%, 7/01/2022 (a)(d)		455,000		333,287
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev.,“2019A-1”, 4.55%, 7/01/2040		43,000		43,951
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev.,“2019A-1”, 4.75%, 7/01/2053		192,000		198,317
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev.,“2019A-1”, 5%, 7/01/2058		484,000		508,103
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2024		25,000		21,907
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2027		50,000		39,995
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2029		49,000		36,571
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2031		63,000		43,759
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2033		70,000		44,018
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2046		670,000		174,200
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation,“2019A-1”, 0%, 7/01/2051		546,000		105,864
			$	6,587,379
Network & Telecom - 0.2%
AT&T, Inc., 3.8%, 2/15/2027	$	701,000	$	751,878
Other Banks & Diversified Financials - 1.3%
Bangkok Bank (Hong Kong), 3.733% to 9/25/2029, FLR (CMT - 5yr. + 1.9%) to 9/25/2034 (n)	$	1,371,000	$	1,389,341
BBVA USA, 2.875%, 6/29/2022		1,931,000		1,962,993

18

Portfolio of Investments – continued

Issuer	Shares/Par		Value ($)
Bonds - continued
Other Banks & Diversified Financials - continued
Kazkommertsbank JSC, 5.5%, 12/21/2022	$	506,244	$	509,984
			$	3,862,318
Pharmaceuticals - 0.4%
Allergan Funding SCS, 3.8%, 3/15/2025	$	1,206,000	$	1,268,623
Railroad & Shipping - 0.4%
Lima Metro Line 2 Finance Ltd., 4.35%, 4/05/2036 (n)	$	1,253,000	$	1,331,312
Supranational - 0.7%
Corporacion Andina de Fomento, 4.375%, 6/15/2022	$	1,290,000	$	1,357,467
West African Development Bank, 4.7%, 10/22/2031 (z)		747,000		751,721
			$	2,109,188
Telecommunications - Wireless - 1.6%
American Tower Corp., REIT, 3.55%, 7/15/2027	$	2,165,000	$	2,284,604
American Tower Corp., REIT, 3.6%, 1/15/2028		875,000		920,253
SBA Communications Corp., 4.875%, 9/01/2024		1,500,000		1,558,125
			$	4,762,982
Transportation - Services - 0.9%
Adani Ports and Special Economic Zone Ltd., 4.375%, 7/03/2029	$	858,000	$	894,783
ERAC USA Finance LLC, 3.8%, 11/01/2025 (n)		1,733,000		1,854,141
			$	2,748,924
U.S. Treasury Obligations - 19.6%
U.S. Treasury Bonds, 4.75%, 2/15/2037	$	1,050,000	$	1,493,871
U.S. Treasury Bonds, 2.5%, 2/15/2045 (f)		7,646,000		8,134,030
U.S. Treasury Notes, 2.75%, 9/15/2021		25,026,100		25,573,546
U.S. Treasury Notes, 1.75%, 11/30/2021		11,165,000		11,210,358
U.S. Treasury Notes, 2.5%, 8/15/2023		8,282,000		8,577,046
U.S. Treasury Notes, 2.375%, 2/29/2024		4,200,000		4,348,476
			$	59,337,327
Utilities - Electric Power - 3.1%
AES Gener S.A., 6.35%, 10/07/2079 (n)	$	760,000	$	763,268
Clearway Energy Operating LLC, 5.75%, 10/15/2025		1,500,000		1,539,375
Enel Finance International N.V., 3.625%, 5/25/2027 (n)		2,476,000		2,585,032
Enel Finance International N.V., 4.875%, 6/14/2029 (n)		685,000		784,006
FirstEnergy Corp., 4.85%, 7/15/2047		1,310,000		1,573,137
Mong Duong Finance Holdings B.V., 5.125%, 5/07/2029 (n)		575,000		584,772
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n)		1,500,000		1,530,000
				9,359,590
Total Bonds (Identified Cost, $288,719,262)			$	298,742,163

19

Portfolio of Investments – continued

Common Stocks - 0.0%
Issuer	Shares/Par		Value ($)
Construction - 0.0%
ICA Tenedora S.A. de C.V. (a)		36,995	$	65,332
Energy - Independent - 0.0%
Frontera Energy Corp.		5,520	$	43,994
Total Common Stocks (Identified Cost, $162,441)			$	109,326
Investment Companies (h) - 2.4%
Money Market Funds - 2.4%
MFS Institutional Money Market Portfolio, 1.89% (v) (Identified Cost, $7,103,825)		7,103,659	$	7,104,369

Underlying/Expiration Date/Exercise Price	Put/Call		Counterparty		Notional Amount		Par Amount/ Number of Contracts
Purchased Options - 0.0%
Market Index Securities - 0.0%
Markit CDX North America Investment Grade Index - March 2020 @ $73 (Premiums Paid, $122,180)		Put		Goldman Sachs International	$	30,485,623	$	29,800,000	$	55,811
Other Assets, Less Liabilities - (0.9)%										(2,600,146	)
Net Assets - 100.0%									$	303,411,523

(a) Non-income producing security.

(d) In default.

(f) All or a portion of the security has been segregated as collateral for open futures contracts.

(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $7,104,369 and $298,907,300, respectively.

(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $74,444,115, representing 24.5% of net assets.

(p) Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash.

(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualizedseven-day yield of the fund at period end.

20

Portfolio of Investments – continued

(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

Restricted Securities	Acquisition Date	Cost		Value
Alcon Finance Corp., 2.75%, 9/23/2026	9/16/2019		$348,302		$357,327
Allegro CLO Ltd.,2014-1RA, “C”, FLR, 4.966% (LIBOR - 3mo. + 3%), 10/21/2028	8/22/0218		1,250,000		1,228,219
Allegro CLO Ltd.,2015-1X, “CR”, FLR, 3.59% (LIBOR -3mo. + 1.65%), 7/25/2027	3/06/2019		841,058		827,500
Arbor Realty Trust, Inc., CLO,2019-FL1, “D”, FLR, 4.413% (LIBOR - 1mo. + 2.5%), 5/15/2037	5/14/2019		1,506,000		1,511,648
AREIT CRE Trust, 2019-CRE3, “D”, FLR, 4.539% (LIBOR - 1mo. + 2.65%), 9/14/2036	8/09/2019		1,729,000		1,733,846
Bancorp Commercial Mortgage Trust, 2018-CRE3, “D”, FLR, 4.614% (LIBOR - 1mo. + 2.7%), 1/15/2033	3/13/2018		1,751,843		1,767,921
Bancorp Commercial Mortgage Trust, 2018-CRE4, “D”, FLR, 4.021% (LIBOR - 1mo. + 2.1%), 9/15/2035	9/17/2018		1,300,000		1,300,692
Bancorp Commercial Mortgage Trust, 2019-CRE5, “D”, FLR, 4.264% (LIBOR - 1mo. + 2.35%), 3/15/2036	3/08/2019		1,720,000		1,720,000
Bancorp Commercial Mortgage Trust, 2019-CRE6, “D”, FLR, 4.346% (LIBOR - 1mo. + 2.54%), 9/15/2036	9/13/2019		1,735,000		1,737,162
Bayview Financial Revolving Mortgage Loan Trust, FLR, 3.64% (LIBOR - 1mo. + 1.6%), 12/28/2040	3/01/2006		172,711		172,432
BDS Ltd.,2018-FL2, “C”, FLR, 3.728% (LIBOR - 1mo. + 1.85%), 8/15/2035	7/25/2018		1,300,000		1,300,008
BSPRT Ltd.,2019-FL5, “C”, FLR, 3.913% (LIBOR - 1mo. + 2%), 5/15/2029	5/20/2019		1,505,000		1,502,178
Business Jet Securities LLC, 2018-1, “C”, 7.748%, 2/15/2033	2/21/2018		498,279		510,161
CLNC Ltd.,2019-FL1, “C”, FLR, 4.427% (LIBOR - 1mo. + 2.4%), 8/20/2035	10/10/2019		1,735,000		1,734,898
Cutwater Ltd.,2015-IA, “BR”, FLR, 3.801% (LIBOR -3mo. + 1.8%), 1/15/2029	10/15/2018		1,500,000		1,488,945
Expedia Group, Inc., 3.25%, 2/15/2030	9/13/2019		1,914,013		1,951,328
Falcon Franchise Loan LLC, 9.62%, 1/05/2023	1/18/2002		1		2,425
Figueroa CLO Ltd.,2014-1A, “DR”, FLR, 5.251% (LIBOR - 3mo. + 3.25%), 1/15/2027	6/28/2018		1,250,000		1,241,966
Hunt CRE Ltd.,2018-FL2, “D”, FLR, 4.664% (LIBOR -1mo. + 2.75%), 8/15/2028	8/03/2018		1,300,000		1,300,000
Invitation Homes Trust, 2018-SFR1, “C”, FLR, 3.139% (LIBOR - 1mo. + 1.25%), 3/17/2037	1/26/2018		870,000		867,807
KKR Real Estate Financial Trust, Inc.,2018-FL1, “D”, FLR, 4.427% (LIBOR - 1mo. + 2.55%), 6/15/2036	11/07/2018		1,295,000		1,301,475
L3 Harris Technologies, Inc., 4.4%, 6/15/2028	9/13/2019		1,920,724		1,948,133
LoanCore Ltd., 2018-CRE1, “C”, FLR, 3.863% (LIBOR - 1mo. + 1.95%), 4/15/2034	5/23/2019		1,506,500		1,512,155

21

Portfolio of Investments – continued

Restricted Securities - continued	Acquisition Date	Cost		Value
LoanCore Ltd., 2019-CRE2, “D”, FLR, 4.363% (LIBOR - 1mo. + 2.45%), 5/15/2036	5/07/2019		$1,291,000		$1,293,026
Magnetite CLO Ltd.,2015-16A, “DR”, FLR, 4.153% (LIBOR - 3mo. + 2.15%), 1/18/2028	1/18/2018		500,000		477,452
Navistar Financial Dealer Note Master Owner Trust II,2018-1, FLR, 3.373% (LIBOR - 1mo. + 1.55%), 9/25/2023	9/17/2018		1,731,000		1,733,606
NextGear Floorplan Master Owner Trust,2018-1A, “B”, 3.57%, 2/15/2023	3/06/2018		799,950		811,398
OCP CLO Ltd.,2015-9A, “A2R”, FLR, 3.351% (LIBOR - 3mo. + 1.35%), 7/15/2027	10/27/2017		1,500,000		1,484,117
Republic of Cote d’Ivoire, 5.875%, 10/17/2031	10/11/2019		760,921		772,972
West African Development Bank, 4.7%, 10/22/2031	10/16/2019		747,000		751,721
Wind River CLO Ltd.,2012-1A, “CR2”, FLR, 4.051% (LIBOR - 3mo. + 2.05%), 1/15/2026	6/19/2019		1,500,000		1,492,425
Total Restricted Securities					$37,834,943
% of Net assets					12.5%

The following abbreviations are used in this report and are defined:

AAC Ambac Assurance Corp.

AGM Assured Guaranty Municipal

CDO Collateralized Debt Obligation

CLO Collateralized Loan Obligation

CMT Constant Maturity Treasury

FLR Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). Theperiod-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.

LIBOR London Interbank Offered Rate

NATL National Public Finance Guarantee Corp.

REIT Real Estate Investment Trust

TBA To Be Announced

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

EUR Euro

IDR Indonesian Rupiah

Derivative Contracts at 10/31/19

Forward Foreign Currency Exchange Contracts

Currency Purchased		Currency Sold		Counterparty	Settlement Date		Unrealized Appreciation (Depreciation)
Asset Derivatives
EUR	681,146	USD	750,653	UBS AG		12/13/2019		$11,101
Liability Derivatives
USD	1,509,076	EUR	1,371,165	Merrill Lynch International		12/13/2019		$(24,352	)
USD	763,765	EUR	689,281	UBS AG		12/13/2019		(7,087	)
USD	715,557	IDR	10,211,716,600	JPMorgan Chase Bank N.A.		12/17/2019		(8,760	)
								$(40,199	)

22

Portfolio of Investments – continued

Futures Contracts

Description

Long/ Short

Currency

Contracts

Notional Amount

Expiration Date

Value/ Unrealized Appreciation (Depreciation)

Asset Derivatives

Interest Rate Futures

U.S. Treasury Ultra Note 10 yr

Short

USD

139

$19,753,203

December - 2019

$210,760

Liability Derivatives

Interest Rate Futures

U.S. Treasury Note 2 yr

Long

USD

136

$29,321,812

December - 2019

$(13,762

)

U.S. Treasury Note 5 yr

Long

USD

132

15,734,813

December - 2019

(67,497

)

U.S. Treasury Ultra Bond

Long

USD

115

21,821,250

December - 2019

(691,015

)

$(772,274

)

At October 31, 2019, the fund had liquid securities with an aggregate value of $674,468 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

23

Financial Statements

STATEMENT OF ASSETS AND LIABILITIES

At 10/31/19

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

Assets
Investments in unaffiliated issuers, at value (identified cost, $289,003,883)	$298,907,300
Investments in affiliated issuers, at value (identified cost, $7,103,825)	7,104,369
Cash	1,528,475
Foreign currency, at value (identified cost, $257,786)	257,786
Receivables for
Forward foreign currency exchange contracts	11,101
Net daily variation margin on open futures contracts	350,048
Investments sold	1,040,798
Fund shares sold	544,620
Interest	1,808,005
Receivable from investment adviser	41,381
Total assets	$311,593,883
Liabilities
Payables for
Distributions	$42,553
Forward foreign currency exchange contracts	40,199
Investments purchased	3,037,877
Investments purchased on an extended settlement basis	4,502,843
Fund shares reacquired	322,674
Payable to affiliates
Administrative services fee	266
Shareholder servicing costs	117,134
Distribution and service fees	4,424
Payable for independent Trustees’ compensation	10
Accrued expenses and other liabilities	114,380
Total liabilities	$8,182,360
Net assets	$303,411,523
Net assets consist of
Paid-in capital	$301,113,513
Total distributable earnings (loss)	2,298,010
Net assets	$303,411,523
Shares of beneficial interest outstanding	44,645,142

	Net assets		Shares outstanding		Net asset value per share (a)
Class A		$210,403,788		30,928,373		$6.80
Class B		11,015,927		1,630,619		6.76
Class C		17,783,112		2,638,073		6.74
Class I		50,067,206		7,369,337		6.79
Class R6		14,141,490		2,078,740		6.80

(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $7.10 [100 / 95.75 x $6.80]. On sales of $100,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I and R6.

See Notes to Financial Statements

24

Financial Statements

STATEMENT OF OPERATIONS

Year ended 10/31/19

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

Net investment income (loss)
Income
Interest	$11,150,025
Dividends from affiliated issuers	377,160
Dividends	20,278
Other	1,332
Foreign taxes withheld	(12,271	)
Total investment income	$11,536,524
Expenses
Management fee	$1,676,917
Distribution and service fees	805,359
Shareholder servicing costs	353,594
Administrative services fee	48,712
Independent Trustees’ compensation	7,589
Custodian fee	40,134
Shareholder communications	47,718
Audit and tax fees	69,778
Legal fees	4,055
Miscellaneous	128,823
Total expenses	$3,182,679
Fees paid indirectly	(1,943	)
Reduction of expenses by investment adviser and distributor	(197,145	)
Net expenses	$2,983,591
Net investment income (loss)	$8,552,933
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)
Unaffiliated issuers	$1,309,528
Affiliated issuers	(782	)
Futures contracts	2,271,249
Swap agreements	(169,645	)
Forward foreign currency exchange contracts	297,011
Foreign currency	(115,784	)
Net realized gain (loss)	$3,591,577
Change in unrealized appreciation or depreciation
Unaffiliated issuers	$19,908,462
Affiliated issuers	544
Futures contracts	(244,106	)
Forward foreign currency exchange contracts	(53,341	)
Translation of assets and liabilities in foreign currencies	74
Net unrealized gain (loss)	$19,611,633
Net realized and unrealized gain (loss)	$23,203,210
Change in net assets from operations	$31,756,143

See Notes to Financial Statements

25

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

	Year ended
	10/31/19			10/31/18
Change in net assets
From operations
Net investment income (loss)		$8,552,933			$9,604,965
Net realized gain (loss)		3,591,577			(8,306,326	)
Net unrealized gain (loss)		19,611,633			(10,583,739	)
Change in net assets from operations		$31,756,143			$(9,285,100	)
Total distributions to shareholders		$(8,734,158	)		$(9,220,288	)
Change in net assets from fund share transactions		$(2,912,877	)		$(46,129,617	)
Total change in net assets		$20,109,108			$(64,635,005	)
Net assets
At beginning of period		283,302,415			347,937,420
At end of period		$303,411,523			$283,302,415

See Notes to Financial Statements

26

Financial Statements

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years (or life of a particular share class, if shorter). Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

Class A	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$6.27			$6.64			$6.58			$6.41			$6.71
Income (loss) from investment operations
Net investment income (loss) (d)		$0.20			$0.20			$0.21	(c)		$0.24			$0.23
Net realized and unrealized gain (loss)		0.53			(0.38	)		0.08			0.16			(0.28	)
Total from investment operations		$0.73			$(0.18	)		$0.29			$0.40			$(0.05	)
Less distributions declared to shareholders
From net investment income		$(0.20	)		$(0.19	)		$(0.23	)		$(0.23	)		$(0.24	)
From tax return of capital		—			—			—			—			(0.01	)
Total distributions declared to shareholders		$(0.20	)		$(0.19	)		$(0.23	)		$(0.23	)		$(0.25	)
Net asset value, end of period (x)		$6.80			$6.27			$6.64			$6.58			$6.41
Total return (%) (r)(s)(t)(x)		11.86			(2.77	)		4.44	(c)		6.45			(0.72	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.09			1.09			1.12	(c)		1.12			1.15
Expenses after expense reductions (f)(h)		1.02			1.04			1.04	(c)		1.05			1.05
Net investment income (loss)		3.05			3.04			3.18	(c)		3.68			3.44
Portfolio turnover		103			66			69			21			29
Net assets at end of period (000 omitted)		$210,404			$191,061			$207,268			$212,431			$215,070

See Notes to Financial Statements

27

Financial Highlights – continued

Class B	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$6.22			$6.60			$6.54			$6.36			$6.66
Income (loss) from investment operations
Net investment income (loss) (d)		$0.15			$0.15			$0.16	(c)		$0.19			$0.18
Net realized and unrealized gain (loss)		0.54			(0.39	)		0.08			0.17			(0.28	)
Total from investment operations		$0.69			$(0.24	)		$0.24			$0.36			$(0.10	)
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.14	)		$(0.18	)		$(0.18	)		$(0.19	)
From tax return of capital		—			—			—			—			(0.01	)
Total distributions declared to shareholders		$(0.15	)		$(0.14	)		$(0.18	)		$(0.18	)		$(0.20	)
Net asset value, end of period (x)		$6.76			$6.22			$6.60			$6.54			$6.36
Total return (%) (r)(s)(t)(x)		11.27			(3.63	)		3.67	(c)		5.84			(1.50	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.84			1.84			1.87	(c)		1.87			1.91
Expenses after expense reductions (f)(h)		1.78			1.80			1.80	(c)		1.80			1.80
Net investment income (loss)		2.31			2.28			2.48	(c)		2.96			2.73
Portfolio turnover		103			66			69			21			29
Net assets at end of period (000 omitted)		$11,016			$13,331			$18,387			$24,052			$28,420
Class C	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$6.21			$6.58			$6.52			$6.35			$6.64
Income (loss) from investment operations
Net investment income (loss) (d)		$0.15			$0.15			$0.16	(c)		$0.19			$0.18
Net realized and unrealized gain (loss)		0.53			(0.38	)		0.08			0.16			(0.27	)
Total from investment operations		$0.68			$(0.23	)		$0.24			$0.35			$(0.09	)
Less distributions declared to shareholders
From net investment income		$(0.15	)		$(0.14	)		$(0.18	)		$(0.18	)		$(0.19	)
From tax return of capital		—			—			—			—			(0.01	)
Total distributions declared to shareholders		$(0.15	)		$(0.14	)		$(0.18	)		$(0.18	)		$(0.20	)
Net asset value, end of period (x)		$6.74			$6.21			$6.58			$6.52			$6.35
Total return (%) (r)(s)(t)(x)		11.12			(3.55	)		3.67	(c)		5.68			(1.36	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		1.84			1.84			1.87	(c)		1.87			1.91
Expenses after expense reductions (f)(h)		1.78			1.80			1.80	(c)		1.80			1.80
Net investment income (loss)		2.31			2.26			2.48	(c)		2.97			2.74
Portfolio turnover		103			66			69			21			29
Net assets at end of period (000 omitted)		$17,783			$19,834			$32,196			$38,836			$43,826

See Notes to Financial Statements

28

Financial Highlights – continued

Class I	Year ended
	10/31/19			10/31/18			10/31/17			10/31/16			10/31/15
Net asset value, beginning of period		$6.26			$6.63			$6.58			$6.40			$6.71
Income (loss) from investment operations
Net investment income (loss) (d)		$0.21			$0.21			$0.22	(c)		$0.25			$0.24
Net realized and unrealized gain (loss)		0.54			(0.38	)		0.07			0.18			(0.28	)
Total from investment operations		$0.75			$(0.17	)		$0.29			$0.43			$(0.04	)
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.20	)		$(0.24	)		$(0.25	)		$(0.26	)
From tax return of capital		—			—			—			—			(0.01	)
Total distributions declared to shareholders		$(0.22	)		$(0.20	)		$(0.24	)		$(0.25	)		$(0.27	)
Net asset value, end of period (x)		$6.79			$6.26			$6.63			$6.58			$6.40
Total return (%) (r)(s)(t)(x)		12.15			(2.54	)		4.54	(c)		6.88			(0.63	)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.84			0.84			0.87	(c)		0.85			0.90
Expenses after expense reductions (f)(h)		0.77			0.80			0.80	(c)		0.80			0.80
Net investment income (loss)		3.28			3.25			3.30	(c)		3.86			3.68
Portfolio turnover		103			66			69			21			29
Net assets at end of period (000 omitted)		$50,067			$46,277			$90,086			$33,820			$14,826

Class R6	Year ended
	10/31/19			10/31/18 (i)
Net asset value, beginning of period		$6.27			$6.48
Income (loss) from investment operations
Net investment income (loss) (d)		$0.22			$0.15
Net realized and unrealized gain (loss)		0.53			(0.22	)
Total from investment operations		$0.75			$(0.07	)
Less distributions declared to shareholders
From net investment income		$(0.22	)		$(0.14	)
Net asset value, end of period (x)		$6.80			$6.27
Total return (%) (r)(s)(t)(x)		12.22			(1.03	)(n)
Ratios (%) (to average net assets) and Supplemental data:
Expenses before expense reductions (f)(h)		0.76			0.72	(a)
Expenses after expense reductions (f)(h)		0.70			0.71	(a)
Net investment income (loss)		3.37			3.53	(a)
Portfolio turnover		103			66
Net assets at end of period (000 omitted)		$14,141			$12,798

See Notes to Financial Statements

29

Financial Highlights – continued

(a) Annualized.

(c) Amount reflects aone-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d) Per share data is based on average shares outstanding.

(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.

(h) For financial highlights through October 31, 2018, in addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

(i) For Class R6, the period is from the class inception, March 2, 2018, through the stated period end.

(n) Not annualized.

(r) Certain expenses have been reduced without which performance would have been lower.

(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(t) Total returns do not include any applicable sales charges.

(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

30

NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

MFS Strategic Income Fund (the fund) is a diversified series of MFS Series Trust VIII (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as anopen-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General– The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, and other conditions.

In March 2017, the FASB issued Accounting Standards Update2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU2017-08”). For entities that purchased callable debt securities at a premium, ASU2017-08 requires that the premium be amortized to the earliest call date. ASU2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has evaluated the potential impacts of ASU2017-08 and believes that adoption of ASU2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.

Balance Sheet Offsetting– The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is

31

Notes to Financial Statements – continued

subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’sin-scope financial instruments and transactions.

Investment Valuations– Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses.Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from athird-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if

32

Notes to Financial Statements – continued

the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of

33

Notes to Financial Statements – continued

investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of October 31, 2019 in valuing the fund’s assets or liabilities:

Financial Instruments	Level 1			Level 2			Level 3		Total
Equity Securities:
Mexico		$—			$65,332			$—		$65,332
Canada		43,994			—			—		43,994
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents		—			59,337,327			—		59,337,327
Non-U.S. Sovereign Debt		—			14,943,634			—		14,943,634
Municipal Bonds		—			6,587,379			—		6,587,379
U.S. Corporate Bonds		—			99,657,999			—		99,657,999
Residential Mortgage-Backed Securities		—			7,666,831			—		7,666,831
Commercial Mortgage-Backed Securities		—			48,021,208			—		48,021,208
Asset-Backed Securities (including CDOs)		—			34,093,617			—		34,093,617
Foreign Bonds		—			28,489,979			—		28,489,979
Mutual Funds		7,104,369			—			—		7,104,369
Total		$7,148,363			$298,863,306			$—		$306,011,669
Other Financial Instruments
Futures Contracts – Assets		$210,760			$—			$—		$210,760
Futures Contracts – Liabilities		(772,274	)		—			—		(772,274	)
Forward Foreign Currency Exchange Contracts – Assets		—			11,101			—		11,101
Forward Foreign Currency Exchange Contracts – Liabilities		—			(40,199	)		—		(40,199	)

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation– Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives– The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging ornon-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

34

Notes to Financial Statements – continued

The derivative instruments used by the fund during the period were purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at October 31, 2019 as reported in the Statement of Assets and Liabilities:

		Fair Value (a)
Risk	Derivative Contracts	Asset Derivatives		Liability Derivatives
Interest Rate	Interest Rate Futures		$210,760		$(772,274	)
Credit	Purchased Credit Options		55,811		—
Foreign Exchange	Forward Foreign Currency Exchange Contracts		11,101		(40,199	)
Total			$277,672		$(812,473	)

(a) The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities. Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended October 31, 2019 as reported in the Statement of Operations:

Risk	Futures Contracts		Swap Agreements			Forward Foreign Currency Exchange Contracts		Unaffiliated Issuers (Purchased Options)
Interest Rate		$2,271,249		$—			$—		$—
Foreign Exchange		—		—			297,011		—
Credit		—		(169,645	)		—		(69,973	)
Total		$2,271,249		$(169,645	)		$297,011		$(69,973	)

35

Notes to Financial Statements – continued

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended October 31, 2019 as reported in the Statement of Operations:

Risk	Futures Contracts			Forward Foreign Currency Exchange Contracts			Unaffiliated Issuers (Purchased Options)
Interest Rate		$(244,106	)		$—			$—
Foreign Exchange		—			(53,341	)		—
Credit		—			—			(62,532	)
Total		$(244,106	)		$(53,341	)		$(62,532	)

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, thenon-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Purchased Options– The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of

36

Notes to Financial Statements – continued

shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequentlymarked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased call and put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased call option, the premium paid is added to the cost of the security or financial instrument purchased. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.

Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts– The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts– The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the

37

Notes to Financial Statements – continued

fund’s currency risk or fornon-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. Fornon-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Swap Agreements– During the period the fund entered into swap agreements. Swap agreements generally involve a periodic exchange of cash payments on a net basis, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. Certain swap agreements may be entered into as a bilateral contract (“uncleared swaps”) while others are required to be centrally cleared (“cleared swaps”). In a cleared swap transaction, the ultimate counterparty to the transaction is a clearinghouse (the “clearinghouse”). The contract is transferred and accepted by the clearinghouse immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker and has counterparty risk to the clearing broker as well.

Both cleared and uncleared swap agreements are marked to market daily. The value of uncleared swap agreements is reported in the Statement of Assets and Liabilities as “Uncleared swaps, at value” which includes any related interest accruals to be paid or received by the fund. For cleared swaps, payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the cleared swap, such that only the current day net receivable or payable for variation margin is reported in the Statement of Assets and Liabilities.

For both cleared and uncleared swaps, the periodic exchange of net cash payments, at specified intervals or upon the occurrence of specified events as stipulated by the agreement, is recorded as realized gain or loss on swap agreements in the Statement of Operations. Premiums paid or received at the inception of the agreements are

38

Notes to Financial Statements – continued

amortized using the effective interest method over the term of the agreement as realized gain or loss on swap agreements in the Statement of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Statement of Operations reflects the aggregate change over the reporting period in the value of swaps net of any unamortized premiums paid or received.

Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. The fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. To address counterparty risk, uncleared swap agreements are limited to only highly-rated counterparties. Risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. The fund’s counterparty risk due to cleared swaps is mitigated by the fact that the clearinghouse is the true counterparty to the transaction and the regulatory requirement safeguards in the event of a clearing broker bankruptcy.

The fund entered into credit default swap agreements in order to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. In a credit default swap agreement, the protection buyer can make an upfront payment and will make a stream of payments to the protection seller based on a fixed percentage applied to the agreement notional amount in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although agreement-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.

Indemnifications– Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the

39

Notes to Financial Statements – continued

performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income– Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Dividends received in cash are recorded on theex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to theex-dividend date. Dividend and interest payments received in additional securities are recorded on theex-dividend orex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed onnon-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by thewrite-off of the related interest receivables when deemed uncollectible.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. When the fund sells securities on a when-issued, delayed delivery, or forward commitment basis, the fund typically owns or has the right to acquire securities equivalent in kind and amount to the delivered securities. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired or sold is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. TBA securities resulting from these transactions are included in the Portfolio of Investments. TBA purchase (sale) commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy.

40

Notes to Financial Statements – continued

No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities prior to settlement date or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors.

To mitigate the counterparty credit risk on TBA securities and other types of forward settling mortgage-backed securities, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, thenon-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

For mortgage-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

Fees Paid Indirectly– The fund’s custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended October 31, 2019, is shown as a reduction of total expenses in the Statement of Operations.

Tax Matters and Distributions– The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on theex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts

41

Notes to Financial Statements – continued

in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to amortization and accretion of debt securities and derivative transactions.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

	Year ended 10/31/19		Year ended 10/31/18
Ordinary income (including any short-term capital gains)		$8,734,158		$9,220,288

The federal tax cost and the tax basis components of distributable earnings were as follows:

As of 10/31/19
Cost of investments	$296,075,706
Gross appreciation	10,508,742
Gross depreciation	(1,163,391	)
Net unrealized appreciation (depreciation)	$9,345,351
Undistributed ordinary income	694,036
Capital loss carryforwards	(6,997,141	)
Other temporary differences	(744,236	)

As of October 31, 2019, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

Long-Term $(6,997,141 ) 

Multiple Classes of Shares of Beneficial Interest– The fund offers multiple classes of shares, which differ in their respective distribution and service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B shares will convert to Class A shares approximately eight years after purchase. Class C shares will convert to Class A

42

Notes to Financial Statements – continued

shares approximately ten years after purchase. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

	Year ended 10/31/19		Year ended 10/31/18
Class A		$6,110,041		$5,877,568
Class B		295,056		352,322
Class C		447,459		553,893
Class I		1,432,983		2,291,276
Class R6		448,619		145,229
Total		$8,734,158		$9,220,288

(3) Transactions with Affiliates

Investment Adviser– The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period from November 1, 2018 through September 30, 2019, the management fee was computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

Up to $1 billion	0.60	%
In excess of $1 billion and up to $2.5 billion	0.55	%
In excess of $2.5 billion	0.50	%

Effective October 1, 2019, the management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

Up to $1 billion	0.50	%
In excess of $1 billion and up to $2.5 billion	0.45	%
In excess of $2.5 billion	0.40	%

Effective October 1, 2019, the investment adviser has agreed in writing to reduce its management fee to 0.45% of the fund’s average daily net assets annually up to $1 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2021. For the period from October 1, 2019 through October 31, 2019, this management fee reduction amounted to $12,716, which is included in the reduction of total expenses in the Statement of Operations. MFS has also agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended October 31, 2019, this management fee reduction amounted to $27,524, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.58% of the fund’s average daily net assets.

For the period from November 1, 2018 through September 30, 2019, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction

43

Notes to Financial Statements – continued

costs, and investment-related expenses, such that total fund operating expenses did not exceed the following rates annually of each class’s average daily net assets:

Class A		Class B			Class C			Class I			Class R6
	1.05%		1.80	%		1.80	%		0.80	%		0.72	%

This written agreement terminated on September 30, 2019. For the period from November 1, 2018 through September 30, 2019, this reduction amounted to $96,965, which is included in the reduction of total expenses in the Statement of Operations.

Effective October 1, 2019, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total fund operating expenses do not exceed the following rates annually of each class’s average daily net assets:

Class A		Class B			Class C			Class I			Class R6
	0.79%		1.54	%		1.54	%		0.54	%		0.45	%

This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until February 28, 2021. For the period from October 1, 2019 through October 31, 2019, this reduction amounted to $47,463, which is included in the reduction of total expenses in the Statement of Operations.

Distributor– MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $8,506 for the year ended October 31, 2019, as its portion of the initial sales charge on sales of Class A shares of the fund.

The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule12b-1 of the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Distribution Plan Fee Table:

	Distribution Fee Rate (d)		Service Fee Rate (d)		Total Distribution Plan (d)		Annual Effective Rate (e)		Distribution and Service Fee
Class A		—		0.25%		0.25%		0.24%		$491,309
Class B		0.75%		0.25%		1.00%		1.00%		124,763
Class C		0.75%		0.25%		1.00%		1.00%		189,287
Total Distribution and Service Fees										$805,359

(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.

(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended October 31, 2019 based on each class’s average daily net assets. MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which MFD retains the 0.25% service fee except for accounts attributable to MFS

44

Notes to Financial Statements – continued

or its affiliates’ seed money. For the year ended October 31, 2019, this rebate amounted to $12,336, $97, and $44 for Class A, Class B, and Class C, respectively, and is included in the reduction of total expenses in the Statement of Operations.

Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended October 31, 2019, were as follows:

	Amount
Class A		$4,859
Class B		9,815
Class C		842

Shareholder Servicing Agent– MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund’s Board of Trustees. For the year ended October 31, 2019, the fee was $85,966, which equated to 0.0303% annually of the fund’s average daily net assets. MFSC also receives payment from the fund forout-of-pocket expenses,sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incursub-accounting fees. For the year ended October 31, 2019, theseout-of-pocket expenses,sub-accounting and other shareholder servicing costs amounted to $267,628.

Administrator– MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended October 31, 2019 was equivalent to an annual effective rate of 0.0172% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation– The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a net decrease in pension expense of $2,186 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended October 31, 2019. Effective June 30, 2019, the fund no longer participates in the DB plan.

45

Notes to Financial Statements – continued

Other– This fund and certain other funds managed by MFS (the funds) had entered into a service agreement (the ISO Agreement) which provided for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino served as the ISO and was an officer of the funds and the sole member of Tarantino LLC. Effective June 30, 2019, Mr. Tarantino retired from his position as ISO for the funds, and the ISO Agreement was terminated. For the year ended October 31, 2019, the fee paid by the fund under this agreement was $406 and is included in “Miscellaneous” expense in the Statement of Operations. MFS had agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

On March 1, 2018, MFS purchased 7,716 shares of Class R6 for an aggregate amount of $50,000.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser orsub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule17a-7 under the Investment Company Act of 1940. During the year ended October 31, 2019, the fund engaged in sale transactions pursuant to this policy, which amounted to $508,938. The sales transactions resulted in net realized gains (losses) of $10,268.

(4) Portfolio Securities

For the year ended October 31, 2019, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

	Purchases		Sales
U.S. Government securities		$100,131,032		$66,120,686
Non-U.S. Government securities		$173,532,156		$205,289,628

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

	Year ended 10/31/19				Year ended 10/31/18 (i)
	Shares		Amount		Shares		Amount
Shares sold
Class A		4,854,670		$31,954,042		5,821,566		$37,637,564
Class B		100,104		644,702		126,677		813,068
Class C		656,227		4,237,375		486,171		3,127,242
Class I		3,600,643		23,718,772		4,178,617		27,120,689
Class R6		320,184		2,119,032		2,274,625		14,534,915
		9,531,828		$62,673,923		12,887,656		$83,233,478

46

Notes to Financial Statements – continued

	Year ended 10/31/19						Year ended 10/31/18 (i)
	Shares			Amount			Shares			Amount
Shares issued to shareholders in reinvestment of distributions
Class A		882,163			$5,800,632			865,111			$5,574,903
Class B		40,962			266,901			49,771			318,883
Class C		64,191			417,628			79,775			510,392
Class I		197,453			1,295,882			329,386			2,125,835
Class R6		68,224			448,585			22,841			145,229
		1,252,993			$8,229,628			1,346,884			$8,675,242
Shares reacquired
Class A		(5,298,998	)		$(34,477,550	)		(7,416,118	)		$(47,839,707	)
Class B		(652,690	)		(4,259,986	)		(821,239	)		(5,258,265	)
Class C		(1,276,458	)		(8,253,626	)		(2,265,713	)		(14,457,786	)
Class I		(3,821,038	)		(24,537,908	)		(10,698,272	)		(68,856,119	)
Class R6		(351,993	)		(2,287,358	)		(255,141	)		(1,626,460	)
		(11,401,177	)		$(73,816,428	)		(21,456,483	)		$(138,038,337	)
Net change
Class A		437,835			$3,277,124			(729,441	)		$(4,627,240	)
Class B		(511,624	)		(3,348,383	)		(644,791	)		(4,126,314	)
Class C		(556,040	)		(3,598,623	)		(1,699,767	)		(10,820,152	)
Class I		(22,942	)		476,746			(6,190,269	)		(39,609,595	)
Class R6		36,415			280,259			2,042,325			13,053,684
		(616,356	)		$(2,912,877	)		(7,221,943	)		$(46,129,617	)

(i) For Class R6, the period is from the class inception, March 2, 2018, through the stated period end.

Class T shares were not publicly available for sale during the period. Please see the fund’s prospectus for details.

Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread.

47

Notes to Financial Statements – continued

For the year ended October 31, 2019, the fund’s commitment fee and interest expense were $1,574 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

Affiliated Issuers	Beginning Value		Purchases		Sales Proceeds		Realized Gain (Loss)			Change in Unrealized Appreciation or Depreciation		Ending Value
MFS Institutional Money Market Portfolio		$6,262,968		$182,389,552		$181,547,913		$(782	)		$544		$7,104,369
Affiliated Issuers										Dividend Income		Capital Gain Distributions
MFS Institutional Money Market Portfolio											$377,160		$—

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of MFS Strategic Income Fund and the Board of Trustees of MFS Series Trust VIII

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of MFS Strategic Income Fund (the “Fund”) (one of the funds constituting MFS Series Trust VIII (the “Trust”)), including the portfolio of investments, as of October 31, 2019,and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting MFS Series Trust VIII) at October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2019,by correspondence with the custodian andothers or by other appropriate auditing procedures where replies from others were not received. Our audits also included

49

Report of Independent Registered Public Accounting Firm – continued

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more MFS investment companies since 1993.

Boston, Massachusetts

December 16, 2019

50

TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of December 1, 2019, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
INTERESTED TRUSTEES
Robert J. Manning (k) (age 56)	Trustee	February 2004	133	Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015);Co-Chief Executive Officer (2015-2016)	N/A
Robin A. Stelmach (k) (age 58)	Trustee	January 2014	133	Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)	N/A
INDEPENDENT TRUSTEES
John P. Kavanaugh (age 65)	Trustee and Chair of Trustees	January 2009	133	Private investor	N/A
Steven E. Buller (age 68)	Trustee	February 2014	133	Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)	N/A

51

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
John A. Caroselli (age 65)	Trustee	March 2017	133	JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)	N/A
Maureen R. Goldfarb (age 64)	Trustee	January 2009	133	Private investor	N/A
Michael Hegarty* (age 74)	Trustee	December 2004	133	Private investor	Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)
Peter D. Jones (age 64)	Trustee	January 2019	133	Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)	N/A
James W. Kilman, Jr. (age 58)	Trustee	January 2019	133	Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking,Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)	Alpha-En Corporation, Director (since 2016)

52

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds overseen by the Trustee	Principal Occupations During the Past Five Years	Other Directorships During the Past Five Years  (j)
Clarence Otis, Jr. (age 63)	Trustee	March 2017	133	Darden Restaurants, Inc., Chief Executive Officer (until 2014)	VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)
Maryanne L. Roepke (age 63)	Trustee	May 2014	133	American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)	N/A
Laurie J. Thomsen (age 62)	Trustee	March 2005	133	Private investor	The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
OFFICERS
Christopher R. Bohane (k) (age 45)	Assistant Secretary and Assistant Clerk	July 2005	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kino Clark (k) (age 51)	Assistant Treasurer	January 2012	133	Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k) (age 52)	Assistant Treasurer	April 2017	133	Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

53

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
Thomas H. Connors (k) (age 60)	Assistant Secretary and Assistant Clerk	September 2012	133	Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k) (age 51)	President	July 2005	133	Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k) (age 52)	Secretary and Clerk	April 2017	133	Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)
Brian E. Langenfeld (k) (age 46)	Assistant Secretary and Assistant Clerk	June 2006	133	Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k) (age 40)	Assistant Secretary and Assistant Clerk	September 2018	133	Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira (k) (age 49)	Assistant Secretary and Assistant Clerk	July 2005	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k) (age 48)	Assistant Treasurer	September 2012	133	Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k) (age 45)	Assistant Secretary and Assistant Clerk	October 2014	133	Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k) (age 52)	Chief Compliance Officer	July 2015	133	Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)

54

Trustees and Officers – continued

Name, Age	Position(s) Held with Fund	Trustee/Officer Since (h)	Number of MFS Funds for which the Person is an Officer	Principal Occupations During the Past Five Years
James O. Yost (k) (age 59)	Treasurer	September 1990	133	Massachusetts Financial Services Company, Senior Vice President

(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

* As of December 31, 2019, Mr. Hegarty will retire as Trustee.

Each Trustee (other than Messrs. Jones and Kilman) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee. As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

55

Trustees and Officers – continued

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling1-800-225-2606.

Investment Adviser	Custodian
Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618	JPMorgan Chase Bank, NA 4 Metrotech Center New York, NY 11245
Distributor	Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618	Ernst & Young LLP 200 Clarendon Street Boston, MA 02116
Portfolio Manager(s)
Neeraj Arora Philipp Burgener David Cole Alexander Mackey Joshua Marston Robert Persons Michael Skatrud

56

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of thenon-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2019 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2018 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information

57

Board Review of Investment Advisory Agreement – continued

about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2018, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 3^rd quintile relative to the other funds in the universe for this five-year period (the 1^st quintile being the best performers and the 5^th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 3^rd quintile for each of theone- and three-year periods ended December 31, 2018 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that

58

Board Review of Investment Advisory Agreement – continued

were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cashin-flows andout-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

59

Board Review of Investment Advisory Agreement – continued

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians andsub-custodians. The Trustees concluded that the variousnon-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees consideredso-called“fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter directly pay for or voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additionalone-year period, commencing August 1, 2019.

60

PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling1-800-225-2606, by visitingmfs.com/proxyvoting,or by visiting the SEC’s Web site athttp://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visitingmfs.com/proxyvoting,or by visiting the SEC’s Web site athttp://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q or as an exhibit to its reports onForm N-PORT (for first and third fiscal quarters ending March 31, 2019 or after). The fund’s Form N-Q or Form N-PORT reports are available on the SEC’s website athttp://www.sec.gov.A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year atmfs.com/openendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available athttps://www.mfs.com/en-us/what-we-do/announcements.htmlor atmfs.com/openendfundsby choosing the fund’s name.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2019 income tax forms in January 2020.

61

rev. 3/16

FACTS   WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:   • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions   When you areno longer our customer, we continue to share your information as described in this notice.

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does MFS share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions? Call800-225-2606 or go tomfs.com.

62

Page 2

Who we are
Who is providing this notice?	MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

What we do
How does MFS protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?	We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market.

Other important information

If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

63

Save paper with eDelivery.

MFS® will send you prospectuses,

reports, and proxies directly viae-mail so you will get information faster with less mailbox clutter.

To sign up:

1. Go to mfs.com.

2. Log in via MFS® Access.

3. Select eDelivery.

If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.

CONTACT

WEB SITE

mfs.com

MFS TALK

1-800-637-8255

24 hours a day

ACCOUNT SERVICE AND LITERATURE

Shareholders

1-800-225-2606

Financial advisors

1-800-343-2829

Retirement plan services

1-800-637-1255

MAILING ADDRESS

MFS Service Center, Inc.

P.O. Box 219341

Kansas City, MO 64121-9341

OVERNIGHT MAIL

MFS Service Center, Inc.

Suite 219341

430 W 7th Street

Kansas City, MO 64105-1407

ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in FormN-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this FormN-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this FormN-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, Michael Hegarty, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in FormN-CSR. In addition, Messrs. Buller, Hegarty, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the FormN-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

As of December 31, 2019, Mr. Hegarty will retire as Trustee and will no longer be a member of the Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to certain series of the Registrant and Ernst & Young LLP (“E&Y”) to serve in the same capacity to certain other series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to each Fund as well as fees fornon-audit services provided to each Fund and/or to each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended October 31, 2019 and 2018, audit fees billed to each Fund by Deloitte and E&Y were as follows:

	Audit Fees
	2019		2018
Fees billed by Deloitte:
MFS Global Growth Fund		61,338		59,977

	Audit Fees
	2019		2018
Fees billed by E&Y:
MFS Strategic Income Fund		58,068		56,780

For the fiscal years ended October 31, 2019 and 2018, fees billed by Deloitte and E&Y for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

	Audit-Related  Fees1				Tax Fees2				All Other Fees3
	2019		2018		2019		2018		2019		2018
Fees billed by Deloitte:
To MFS Global Growth Fund		0		0		6,464		6,319		0		0
	Audit-Related  Fees1				Tax Fees2				All Other Fees3
	2019		2018		2019		2018		2019		2018
Fees billed by Deloitte:
To MFS and MFS Related Entities of MFS Global Growth Fund*		0		0		0		0		3,790		5,390

	Aggregate Fees for Non-audit Services
	2019		2018
Fees Billed by Deloitte:
To MFS Global Growth Fund, MFS and MFS Related Entities#		10,254		11,709

	Audit-Related  Fees1				Tax Fees2				All Other Fees4
	2019		2018		2019		2018		2019		2018
Fees billed by E&Y:
To MFS Strategic Income Fund		0		0		10,624		10,381		1,085		1,095
	Audit-Related Fees1				Tax Fees2				All Other Fees4
	2019		2018		2019		2018		2019		2018
Fees billed by E&Y:
To MFS and MFS Related Entities of MFS Strategic Income Fund*		1,679,277		1,728,076		0		0		104,750		34,150

	Aggregate Fees for Non-audit Services
	2019		2018
Fees Billed by E&Y:
To Strategic Income Fund, MFS and MFS Related Entities#		2,020,936		1,971,402

* This amount reflects the fees billed to MFS and MFS Related Entities fornon-audit services relating directly to the operations and financial reporting of the Funds (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

# This amount reflects the aggregate fees billed by Deloitte or E&Y, as the case may be, fornon-audit services rendered to the Funds and fornon-audit services rendered to MFS and the MFS Related Entities.

¹  The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

²  The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

³  The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

⁴  The fees included under “All Other Fees” are fees for products and services provided by E&Y other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” including fees for services related to review of internal controls and review of Rule38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to thepre-approval of audit andnon-audit related services:

To the extent required by applicable law,pre-approval by the Audit Committee of the Board is needed for all audit and permissiblenon-audit services rendered to the Funds and all permissiblenon-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant.Pre-approval is currently on anengagement-by-engagement basis. In the eventpre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seekpre-approval at the next regular meeting of the Audit Committee,pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may notpre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 in each period between regular meetings of the Audit Committee. Any engagementpre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule2-01 of RegulationS-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm ofnon-audit services to MFS and MFS Related Entities that were notpre-approved by the Committee (because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1 of this FormN-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of RegulationS-K or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on FormN-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 13. EXHIBITS.

(a)	(1)     Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto asEX-99.COE.
	(2)     A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule30a-2(a) under the Act (17 CFR270.30a-2): Attached hereto asEX-99.302CERT.
	(3)     Any written solicitation to purchase securities under Rule23c-1 under the Act (17 CFR270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
	(4)     Change in the registrant’s independent public accountant. Not applicable.
(b)	If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule30a-2(b) under the Act (17 CFR270.30a-2(b)), Rule13a-14(b) or Rule15d-14(b) under the Exchange Act (17 CFR240.13a-14(b) or240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto asEX-99.906CERT.

Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): MFS SERIES TRUST VIII

By (Signature and Title)*	DAVID L. DILORENZO
	David L. DiLorenzo, President

Date: December 16, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	DAVID L. DILORENZO
	David L. DiLorenzo, President (Principal Executive Officer)

Date: December 16, 2019

By (Signature and Title)*	JAMES O. YOST
	James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: December 16, 2019

* Print name and title of each signing officer under his or her signature.