EXHIBIT NO. 99.8(b)
AMENDMENT TO CUSTODIAN AGREEMENT
AGREEMENT made as of this 22nd day of February, 1978, between
Massachusetts Investors Trust, a Massachusetts business trust having its
principal place of business in Boston, Massachusetts (hereinafter called
"Trust") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation having its principal place of business in Boston, Massachusetts
(hereinafter called "Custodian");
WITNESSETH THAT:
It is mutually agreed that the Custodian Agreement made by the parties
on the 6th day of December, 1934, is hereby amended by adding thereto the
following new Article:
Use of a System for the Central Handling of Securities
Notwithstanding any other provision of this Agreement, it is expressly
understood and agreed that the Custodian is authorized in the performance of its
duties hereunder to use the facilities of Depository Trust Company, or any
similar system, for the central handling of securities (hereinafter called a
"securities depository system" or "such system"), with which securities are
authorized to be deposited under the provisions of Section 17(f) of the
Investment Company Act of 1940, as from time to time amended, subject to such
rules, regulations and orders as may be adopted by the Securities and Exchange
Commission thereunder. Without limiting the generality of such use it is agreed
that the following provisions shall, subject to such rules, regulations and
orders, apply thereto:
A. Such system may be used to hold, receive, exchange, release, deliver
and otherwise deal with the securities owned by the Trust, including stock
dividends, rights and other items of like nature, and to receive and remit to
the Custodian all income and other payments thereon and to take all steps
necessary and proper in connection with the collection thereof.
B. Registration of the Trust's securities may be made in the name of
any nominee or nominees used by such system.
C. Payment for securities purchased and sold may be made through the
clearing medium employed by such system for transactions of participants acting
through it.
D. The Custodian shall be subject to the same liability with respect to
all securities of the Trust, and all cash, stock dividends, rights and items of
like nature to which Trust is entitled, held or received by such system, as if
the same were held or received by the Custodian at its own offices.
This Agreement is executed in two counterparts, each of which shall be
deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: MASSACHUSETTS INVESTORS TRUST
XXXXXX X. XXXXX By: W. T. LONDON
Xxxxxx X. Xxxxx W.T. London
Secretary
ATTEST: STATE STREET BANK AND TRUST
COMPANY
XXXXXXX XXXXXX By: X. X. LOCEN
Xxxxxxx Xxxxxx X.X. Locen
Assistant Secretary Vice President
