January 1, 1997 MFS Service Center, Inc. 500 Boylston Street Boston, MA 02116 Dear Sir/Madam: This will confirm our understanding that Exhibit B to the Shareholder Servicing Agent Agreement between us, dated August 1, 1985, as amended, is hereby...

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                                                             EXHIBIT NO. 99.9(b)


                       [MFS SERIES TRUST VIII LETTERHEAD]


                                        

                                        January 1, 1997


MFS Service Center, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000


Dear Sir/Madam:

This will confirm our understanding that Exhibit B to the Shareholder Servicing
Agent Agreement between us, dated August 1, 1985, as amended, is hereby
amended, effective immediately, to read in its entirety as set forth on
Attachment 1 hereto.

Please indicate your acceptance of the foregoing by signing below.

                                        
                                        Sincerely,


                                        MFS SERIES TRUST VIII


                                        By: /s/ X. XXXXXX XXXXXX
                                           ------------------------------
                                           X. Xxxxxx Xxxxxx
                                           Treasurer


Accepted and Agreed:

MFS SERVICE CENTER, INC.


By: /s/ XXXXXX X. XXXXX XXXXX
    ---------------------------
    Xxxxxx X. Xxxxx Xxxxx
    Treasurer





                                        
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                                                                ATTACHMENT 1
                                                                January 1, 1997


                          EXHIBIT B TO THE SHAREHOLDER
                       SERVICING AGENT AGREEMENT BETWEEN
                       MFS SERVICE CENTER, INC. ("MFSC")
                     AND MFS SERIES TRUST VIII (THE "FUND")


The fees to be paid by the Fund on behalf of its series with respect to all
shares of each series of the Fund to MFSC, for MFSC's services as shareholder
servicing agent, shall be 0.13% of the average daily net assets of the Fund.