EXHIBIT NO. 99.8(e)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made by and between STATE STREET BANK AND TRUST COMPANY (the
"Custodian") and MASSACHUSETTS INVESTORS GROWTH STOCK FUND (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a custodian contract
dated May 24, 1988 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the Securities and other assets
of the Fund; and
WHEREAS, the Fund desires to amend the Custodian Contract to provide
for the maintenance of its foreign securities, and cash incidental to
transactions in such securities, in the custody of The Chase Manhattan Bank N.A.
("Chase") and the banking institutions and foreign securities depositories it
employs for such purposes;
NOW, THEREFORE, in consideration of the mutual agreements contained in
the Custodian Contract and herein, the Custodian and the Fund hereby amend the
Custodian Contract and agree to the following terms and conditions and to amend
the Custodian Contract as follows:
1. The Fund hereby authorizes and instructs the Custodian to employ
Chase as sub-custodian for the Fund's foreign securities, and cash incidental to
transactions in such securities, on the terms and conditions set forth in the
Sub-Custody Contract between the Custodian and Chase which is attached hereto as
Exhibit "A" (the "Sub-Custody Contract").
2. The Custodian hereby agrees to enter into the Sub-Custody Contract
and to provide such services to the Fund and in accordance with such contract as
necessary for foreign custody services to be provided pursuant thereto.
3. The Custodian agrees that for any contract that it enters into with
a Subcustodian, such contract shall contain a Standard of Care no less than that
which is contained in the Custodian Agreement. At the election of the Fund, the
Fund shall be entitled to be subrogated to the rights of the Custodian under the
Sub-Custody Contract with respect to any claims arising thereunder against Chase
or any other banking institution or securities depository employed by Chase if
and to the extent that the Fund has not been made whole therefore.
4. As between the Custodian and the Fund, the Fund shall be solely
responsible to assure that the maintenance of foreign securities and cash
pursuant to the terms of the Sub-Custody Contract complies with all applicable
rules, regulations, interpretations and orders of the Securities and Exchange
Commission, and the Custodian assumes no responsibility and makes no
representations as to such compliance.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative as of
the 28th day of December, 1990.
ATTEST: MASSACHUSETTS INVESTORS GROWTH STOCK FUND
XXXXX X. XXXXX By: A. XXXXX XXXXXXX
Xxxxx X. Xxxxx, Assistant Secretary A. Xxxxx Xxxxxxx, President
ATTEST: STATE STREET BANK AND TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible) Assistant Secretary (Illegible) Vice President
